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

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. All representations The representations, warranties and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive the Closing as follows: except for as otherwise provided herein, (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and all covenants contained in this Agreement shall survive the Closing until fully performed; (b) the covenants set forth representations and warranties contained in Section 8.1, which Sections 4.15 and 4.16 shall only survive the Closing and shall continue in full force and effect until the close of business on the first anniversary of thirty (30) months following the Closing Date, provided that ; (c) the indemnification representations and warranties contained in Section 8.1(c) and Section 8.1(d) 4.14 shall survive without time limit the Closing and to continue in full force and effect until thirty (30) Business Days following the extent any representation or warranty survives for a longer period expiration of timeall applicable statute of limitations; (d) the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 4.1, 4.2, 4.3, 4.4, 4.5(a), and 4.23 shall not terminate (collectively, the indemnification for such representation “Fundamental Representations and warranty shall survive for such period of time (the “Survival PeriodWarranties”); and all other representations and warranties contained in this Agreement shall terminate and be of no further force and effect on the date that is eighteen (18) months after the Closing Date. A written No claim may be made for indemnification under this Article VIII hereunder for breach of a representation any representations, warranties or covenants after the expiration of the survival period applicable to such representation, warranty may be brought at any time during the Survival Periodand covenant set forth above; provided, however, that if either Buyer or any of the representation Sellers, as applicable, delivers written notice to the other party of an indemnification claim for a breach of the representations, warranties or warranty on which covenants (stating in reasonable detail the nature of, and factual and legal basis for, any such claim is based continues to survive under this Section 8.4 at for indemnification) within the applicable time notice of such claim is given in accordance with Section 8.3periods set forth above, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectsurvive until resolved or determined by arbitration.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties (a) Except as otherwise provided in this Agreement Article IX, all representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained herein and all claims of any Buyer Indemnitee or Seller Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the Closing and any due diligence examination or investigation made by or on behalf Buyer, regardless of any Party until the close of business when it is conducted, and shall expire on the first anniversary of the Closing Date; provided. (b) Notwithstanding Section 9.03(a), howevereach of the representations and warranties of Seller set forth in Sections 3.20 and 3.21 shall survive the Closing Date and shall expire on the second anniversary of the Closing Date. (c) Notwithstanding Section 9.03(a), thateach of the following representations, warranties, covenants, agreements and obligations of Seller as Indemnifying Party shall survive the Closing Date until the expiration of thirty (30) days following any applicable statute of limitations, including extensions thereof: (i) the representations and warranties provided any misrepresentation in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later or breach of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claimany representation or warranty made in Sections 3.01, including any extensions 3.02, 3.03, 3.04, 3.17, 3.23, 3.24 or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; 3.26 and (ii) the representations and warranties breach or failure to perform by Seller after the Closing Date of any of the covenants, agreements or obligations contained in this Agreement or in the Exhibits attached hereto required to be performed after the Closing Date, including those contained in Section 3.1 7.07 and Article XI. (Organization d) Notwithstanding Section 9.03(a), each of the following representations, warranties, covenants, agreements and Qualification) and Section 3.2 (Authority; Binding Effect) obligations of this Agreement, fraud and intentional misrepresentation Buyer as an Indemnifying Party shall survive indefinitely. All covenants the Closing Date until the expiration of Sellers thirty (30) days following the applicable statute of limitations, including extensions thereof: (i) any misrepresentation in or breach of any representation or warranty made in Sections 4.01, 4.02 or 4.05 and (ii) the breach or failure to perform by Buyer after the Closing Date of any of the covenants, agreements or obligations of Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) in the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of Exhibits attached hereto required to be performed after the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller contained in Articles III and IV shall survive the Closing until twelve (12) months after the Closing Date, without regard to any investigation made by Buyer Parties (whether prior to, on or after the Closing), unless Parent notifies Seller in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty, in which case such representation or warranty shall survive with respect to such claim until the final resolution by settlement, arbitration, litigation or otherwise of any such claim; provided that the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3 (collectively, the "Seller Title Representations") shall survive indefinitely; and provided further, that the representations and warranties contained in Section 3.9 shall survive through the applicable statutes of limitations, including all extensions thereof plus sixty (60) days. No investigation made by any of the parties hereto (whether prior to, on or after the Closing) shall in any way limit the representations and warranties of the parties. All representations and warranties of the Buyer Parties contained in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) Article II shall survive until the later of twelve (A12) 60 days months after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification representations and warranties contained in Section 8.1(c) Sections 2.1, 2.2, 2.9 and Section 8.1(d) 2.10 shall survive without time limit and to the extent any representation or warranty survives for a longer period of timeindefinitely (collectively, the indemnification for such representation "Buyer Title Representations"). The covenants and warranty agreements of the parties contained herein shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given Closing in accordance with Section 8.3their respective terms, and if provided that the covenants contained in Article VIII or otherwise in the event no term is specified in such written notice is given within such periodcovenant, shall survive indefinitely. The Tax indemnities provided by Article VI shall survive through the applicable statutes of limitations, including all rights to indemnification with respect to such claim shall continue in force and effectextensions thereof, plus sixty (60) days.

Survival of Representations, Warranties and Covenants. All representations The representations, warranties and warranties of the Parties covenants contained in this Agreement shall and in any certificate delivered pursuant hereto shall, in each case, survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary consummation of the Closing Date; providedtransactions contemplated by this Agreement, however, that: as follows: (a) The indemnification provided for in Section 10.1(a)(ii) shall (i) with respect to Seller Fundamental Representations, survive indefinitely; (ii) with respect to the representations and warranties provided contained in Section 3.22 4.11 (Tax Matters) and Section 3.23 (Tax Partnership) shall ), survive until the later of (A) 60 days date that is six months after the expiration of the latest applicable statute of limitations for period; (iii) with respect to the applicable underlying claim, including any extensions or waivers of representations and warranties contained in Section 4.19 (Environmental Compliance) survive until the applicable statute of limitations and date that is three (B) if no applicable statute of limitations exists, then five (53) years from after the Closing Date; and (iiiv) the with respect to all other representations and warranties contained in Article IV, survive until the earlier of (A) eighteen (18) months after the Closing Date and (B) the date that is 90 days after the receipt of the Company of audited consolidated financial statements of the Company as of and for the 12 month period ended December 31, 2010 (prepared in accordance with the Agreed Accounting Principles); (b) The indemnification provided for in Section 3.1 10.2(a)(ii) shall (Organization i) with respect to Buyer Fundamental Representations, survive indefinitely; and Qualification(ii) with respect to all other representations and warranties contained in Article V, survive until the earlier of (A) eighteen (18) months after the Closing Date and (B) the date that is 90 days after the receipt of the Company of audited consolidated financial statements of the Company as of and for the 12 month period ended December 31, 2010 (prepared in accordance with the Agreed Accounting Principles); (c) The indemnification provided for in Section 10.1(a)(i) and Section 3.2 10.2(a)(i) shall survive until such covenant or obligation is performed or was required to have been performed; (Authority; Binding Effectd) of this AgreementThe indemnification provided for Section 10.1(a)(iii), fraud Section 10.1(a)(iv), and intentional misrepresentation Section 10.2(a)(iii) shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. All (a) Each representation and warranty of Sellers contained in Sections 2.1(a) (Power and Authority; Enforceability), 2.1(b) (No Violation) and 2.1(d) (Shares; Seller Information) and in any certificate related to such representations and warranties of will survive the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party will continue in full force and effect until the close of business on the first seventh (7th) anniversary of the Closing Date; provided. Each representation and warranty of Sellers contained in Section 2.1(c) (Brokers’ Fees), howeverSection 2.1(e) (Investment), that: Section 2.1(f) (Residency) and in Article 3, and in any certificate related to such representations and warranties will survive the Closing and continue in full force and effect until the date upon which the Escrow Period expires, except for (i) the representations and warranties provided contained in Section 3.22 3.12 (Tax Matters) and in Section 3.23 4.16 (Tax Partnership) Pre-Closing Transactions), which shall survive the Closing and continue in full force and effect until the later of (A) 60 days after expiration expiry of the applicable statute of limitations 90th day following the last day upon which any Governmental Authority may issue an assessment or reassessment for the applicable underlying claim, including Taxes owing by any extensions or waivers of the applicable statute Acquired Entities and Subsidiaries in respect of limitations and (B) if no applicable statute of limitations exists, then five (5) years from any period ending on or prior to the Closing Date; , and (ii) the representations and warranties contained in Section 3.1 3.2 (Organization Power and QualificationAuthority; Enforceability), 3.5 (Capitalization), 3.13 (Title to Assets) and Section 3.2 3.28 (Authority; Binding Effect) of this AgreementEnvironmental, fraud Health and intentional misrepresentation Safety Matters), which representations shall survive indefinitely. All covenants of Sellers or Buyer contained the Closing and will continue in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, full force and (b) the covenants set forth in Section 8.1, which shall only survive effect until the close of business on the first seventh (7th) anniversary of the Closing Date, provided that the indemnification . (b) Each representation and warranty of Buyer contained in Section 8.1(c2.2 and any certificate directly related to such representations and warranties will survive the Closing and continue in full force and effect until that date upon which the term of the Escrow Period expires. (c) and Section 8.1(d) shall survive without time limit and Except to the extent any representation or warranty survives for a longer period of timeset forth herein, the indemnification for such representation and warranty respective covenants of the Parties to this Agreement shall survive the Closing and shall remain in full force and effect until the seventh (7th) anniversary of the Closing Date. To the extent that the survival period for such the covenants provided herein exceeds a limitation period provided by the Limitations Act (Alberta), this Agreement shall be deemed to constitute an agreement within the meaning of time section 7 of the Limitations Act (Alberta) expressly providing for the “Survival Period”). A written claim for indemnification under this Article VIII for breach extension of a representation limitation period provided by the Limitations Act (Alberta). (d) Each other provision in this Agreement or warranty may be brought at any time during certificate or document delivered pursuant hereto will survive for the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice relevant statute of such claim is given in accordance with Section 8.3, and if such written notice is given within such limitations period, all rights to indemnification with respect to such claim shall continue in force and effectunless a different period is expressly contemplated herein or thereby.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties set forth in this Agreement and covenants or other agreements contained in this Agreement which by their terms contemplate performance before the Closing shall survive the Closing and any investigation made by or on behalf of any Party until the close date (the “General Survival Date”) which is the later to occur of business on (x) fifteen (15) months following the first anniversary Closing Date and (y) thirty (30) days following receipt of the audited financial statements for the Business for FY2016 (except that in no event shall such date be later than the date that is eighteen (18) months following the Closing Date); provided, however, that: that (i) the Fundamental Representations (other than the representations and warranties provided set forth in Section 3.22 (Tax Matters) and Section 3.23 (Tax PartnershipTaxes)) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; indefinitely and (ii) the representations and warranties set forth in Section 3.1 3.22 (Organization and QualificationTaxes) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelythe Closing until the expiration of the applicable statute of limitations (taking into account any tolling periods and extensions under applicable law) plus thirty (30) days. All The covenants of Sellers or Buyer other agreements contained in this Agreement which by their terms contemplate performance after the Closing shall survive the Closing except for (a) any covenant which the period contemplated by its terms terminates as of a specific date, or is only made for a specified period, and (b) terms. The indemnification obligations under this Article IX shall terminate when the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary survival of the Closing Dateapplicable representation, provided that the indemnification in warranty, covenant or agreement terminates pursuant to this Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time9.1; provided, that, the indemnification for obligation with respect to Losses arising prior to such representation and warranty termination date shall survive for such period of time (the “Survival Period”). A written not terminate if a claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim Losses is made by the Indemnified Party in accordance with this Agreement prior to such termination date. Notwithstanding anything to the contrary herein, claims based on fraud committed by or on behalf of Seller in connection with the transactions contemplated hereby shall continue in force and effectsurvive the Closing indefinitely.

Survival of Representations, Warranties and Covenants. All representations The representations, warranties and warranties covenants of the Parties in this Agreement shall survive Closing and or any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in certificate delivered pursuant to this Agreement shall survive Closing except for and continue in full force and effect as follows (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified each applicable period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”): (a) All of the representations, warranties and covenants of each Seller contained in Sections 4.1, 4.2 (other than the Fundamental Representations), 5.3 and 5.19 above shall survive the Closing and continue in full force and effect for a period of twelve months after the Closing; (b) All of the representations and warranties of each Seller set forth in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.1(d) and 4.1(e) above (collectively, the “Fundamental Representations”) shall continue in full force and effect indefinitely; (c) All of the representations and warranties of Buyer set forth in Section 4.3 above shall continue in full force and effect for a period of twelve months after the Closing; and (d) All of the covenants set forth herein (other than those set forth in Section 5.3 above and Section 5.19 above with respect to Sellers only and the indemnification provisions of this Article 7) shall continue in full force and effect for a period of two years. A written Notwithstanding the foregoing the indemnification provisions of this Article 7 shall continue in full force and effect indefinitely. After the expiration of the applicable Survival Period for a particular representation, warranty or covenant, such representation, warranty or covenant shall automatically expire and terminate. Any claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to any breach of any representation, warranty or covenant which is not asserted within the applicable Survival Period by a written notice given as herein provided that identifies the breach underlying such claim may not be pursued and shall continue in force and effectbe thereafter forever barred.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties in this Agreement contained herein shall survive the Closing and any investigation made by or on behalf of any Party until the close of business shall thereupon terminate on the first one year anniversary of the Closing Date; provided, however, that: that (ia) Seller Fundamental Representations and the Buyer Fundamental Representations shall survive the Closing for a period of five (5) years; (b) the representations and warranties provided set forth in Section 3.22 3.10 (Tax Matters) and Section 3.23 (Tax PartnershipTaxes) shall survive and remain in full force and effect until ninety (90) days following the later of (A) 60 days after expiration of the applicable relevant statute of limitations for the applicable underlying claim, (including any all extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Datethereof); and (iic) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d3.13 (Environmental Matters) shall survive without time limit and to the extent any representation or warranty survives Closing for a longer period of time, four (4) years. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the indemnification for such representation and warranty Closing shall survive for the Closing and remain in full force and effect in accordance with their terms (or indefinitely if no term is set forth in any such period of time (the “Survival Period”covenant or agreement). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that for the representation or warranty on which such claim is based continues avoidance of doubt, (x) the obligations of Buyer to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3assume, and if such written notice is given within such periodto indemnify Seller Indemnified Parties for, all rights the Assumed Liabilities and (y) the obligations of Seller to indemnification with respect to such claim retain, and indemnify Buyer Indemnified Parties for, the Retained Liabilities shall continue in force each case survive the Closing indefinitely. All other covenants and effectagreements contained herein shall not survive the Closing and shall thereupon terminate.

Survival of Representations, Warranties and Covenants. All representations and warranties of made by the Parties parties in this Agreement Agreement, or in connection with the negotiation, execution and performance of this Agreement, shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date (the “Expiration Date”), at which time they shall expire; provided, however, that: that those representations and warranties made by the parties in Sections 3.1 (iOrganization and Standing), 3.2 (Corporate Power and Authority), 4.1 (Organization and Qualification), 4.2 (Authority), and 4.5 (Membership Interests and Ownership), and 5.1 (Organization), 5.2 (Authorization), 5.4 (Ownership of Membership Interests), 5.6 (Organization), 5.7 (Authorization), and 5.8 (Membership Interests and Ownership) and in the Intermediate LLC Certificate shall survive for the applicable statute of limitations. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or other remedy based on such representation, warranty, covenant and agreement. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of the parties to complete the Closing, each party shall be entitled to rely upon the representations and warranties provided in Section 3.22 (Tax Matters) set forth herein, and Section 3.23 (Tax Partnership) shall survive until the later none of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the such representations and warranties shall be deemed waived or modified in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) any respect by reason of this Agreement, fraud and intentional misrepresentation shall survive indefinitelyany such investigation or audit. All covenants of Sellers and agreements contained herein which by their terms contemplate actions or Buyer contained in this Agreement impose obligations following the Closing shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification and remain in Section 8.1(c) full force and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given effect in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir terms.

Survival of Representations, Warranties and Covenants. All (a) Except as otherwise provided in this Section 9.01, the representations and warranties of the Parties Sellers contained in this Agreement shall survive the Closing hereunder and any investigation made by or on behalf continue in full force and effect for a period of any Party 12 months thereafter. (b) The Fundamental Representations shall survive the Closing hereunder and continue in full force and effect until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations limitations. (c) The representations and warranties contained in Section 3.02 shall survive the Closing hereunder and continue in full force for a period of 90 days thereafter. (d) The representations and warranties contained in Section 3.01(a) and Section 3.01(b) shall terminate immediately following the applicable underlying claimClosing. The special warranty contained in Section 3.01(c) shall survive the Closing and continue in full force and effect indefinitely. (e) The covenants of Sellers (including Seller Representative), Manager and Buyer contained herein that are to be performed at or prior to the Closing shall survive Closing for a period of 12 months. (f) The covenants of Sellers (including any extensions or waivers Seller Representative), Manager and Buyer contained herein that are to be performed after the Closing (collectively, the “Post-Closing Covenants”) shall survive the Closing and continue in full force and effect until 30 days after the expiration of the time to perform such covenant or, if no such time is expressly stated herein, until the expiration of the applicable statute of limitations limitation. (g) The representations and (B) if no warranties of Buyer contained herein shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations exists, then five limitations. (5h) years from the Closing Date; and (ii) the representations and warranties The indemnities in Section 3.1 (Organization and Qualification9.02(a)(i), Section 9.02(a)(ii), Section 9.03(a) and Section 3.2 9.03(b) shall terminate as of the termination date of each respective representation, warranty or covenant that is subject to indemnification. (Authority; Binding Effecti) of this AgreementSellers’ indemnities set forth in Sections 9.02(a)(iii) through 9.02(a)(viii) shall, fraud and intentional misrepresentation in each case, shall survive the Closing and continue in full force and effect indefinitely. (j) Notwithstanding the foregoing, there shall be no termination of any bona fide Claim asserted pursuant to the indemnities in Section 9.02(a) or Section 9.03 prior to the date of termination for such indemnity. All covenants Without limiting any of the foregoing, Owners hereby expressly disclaim all, and Buyer hereby agrees that no Owner shall have any liability or responsibility for, any representation, warranty, statement or communication made or communicated (orally or in writing, including without limitation, any opinion, information, projection or advice that may have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Target, the Manager, Seller Representative, the other Sellers or any of their respective Affiliates) to Buyer contained or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement shall survive Closing except for (a) or in the Assignment or in any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectother Transaction Document.

Survival of Representations, Warranties and Covenants. Each covenant and agreement contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. All representations and warranties of the Parties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of date that is fifteen (15) months after the Closing Date; provided, however, 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 provided set forth in Section 3.22 Sections 3.2 (Tax MattersAuthority), 3.4 (Capitalization), 3.20 (Brokers), 4.3 (Company Shares), 4.4 (Brokers) and Section 3.23 5.7 (Tax PartnershipBrokers), all of which shall survive without limitation (and in no event less than six (6) years), (ii) claims based on criminal matters, fraud or intentional misrepresentation, which shall survive without limitation (and in no event less than six (6) years), (iii) the representations and warranties set forth in the Selected Government Contracts Sections, 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) and 3.10 (Taxes), which shall survive until the later of (A) 60 days after expiration end of the applicable statute of limitations for (or any extension thereof) plus ninety (90) days. Notwithstanding the applicable underlying claimforegoing, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives with respect to which a claim has been made for a longer breach thereon prior to the end of the applicable survival period of time, the indemnification for such representation and warranty shall survive for such period of time (past the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought applicable survival period, if necessary, at any time during the Survival Period; provided, that the representation or warranty on which least until such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectresolved.

Survival of Representations, Warranties and Covenants. All The representations and warranties contained herein or a Party’s right to indemnification pursuant to Sections 6.2 or 6.3 shall survive the Closing Date until the eighteen (18) month anniversary of the Parties Closing Date, except that (a) claims for breach of the representations and warranties contained in this Agreement Section 3.16 (Environmental Matters), claims made pursuant to Sections 6.2(c), 6.2(f) or 6.2(g) shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first three (3) year anniversary of the Closing Date; provided, however, that: (ib) claims for breach of the representations and warranties provided contained in Section 3.22 3.19 (Employee Benefit Plans) shall survive the Closing until the five (5) year anniversary of the Closing Date; and (c) indemnification claims involving (i) fraud or willful misconduct, (ii) Section 3.14 (Tax Matters), (iii) breach of the Seller Fundamental Representations and Section 3.23 (Tax Partnership) the Buyer Fundamental Representations shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for limitations, and (iv) covenants that are to be performed by their terms after the applicable underlying claimClosing, including any extensions shall survive the Closing Date until performed in accordance with their terms or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from limitations. A Buyer Indemnified Party’s or a Seller Indemnified Party’s claim for indemnification under Section 6.2 or 6.3 shall be made on or prior to the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified periodif any, and (b) on which the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer survival period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; providedexpires, it being understood that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given claims made in writing in accordance with Section 8.3, and if such written the notice is given within such period, all rights to indemnification with respect provisions hereof on or prior to such claim expiration date shall continue in force survive such expiration date until such claims are finally resolved and effectclaims first made after such expiration date shall be barred.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All The covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification without limitation. The representations and warranties contained in Section 8.1(c) and Section 8.1(d) this Agreement shall survive without time limit the Closing Date and to the extent shall continue in effect for two years thereafter, except that (A) any representation or warranty survives for a longer period of timethe Seller and/or the Shareholders contained in (i) Sections 3.1 (Organization; Powers; Approvals), the indemnification for such representation 3.2 (Authorization of Transaction; Noncontravention), 3.3 (Capitalization; Shares), 4.1 (Ownership of Shares), and warranty 4.2 (Power and Authority) shall survive for such the full period of time the applicable statute of limitations, and (ii) Sections 3.6 (Tax Returns) and 3.12 (ERISA) shall survive for the full period of the applicable statute of limitation and for a period of 180 days thereafter, (B) any representation or warranty of the Company and Parent contained in Section 5.2 (Authority of the Company and Parent; No Violation) shall survive for the full period of the applicable statute of limitations, and (C) claims, if any, which are based upon fraud by the Company, the Parent, the Seller, the Subsidiaries or the Shareholders shall survive for the full period of the applicable statute of limitations, until finally resolved and satisfied in full (the “Survival Period”applicable date, the "Expiration Date"). A written Any claim for indemnification under this Article VIII for breach of a representation must be made on or warranty may be brought at any time during prior to the Survival Period; providedapplicable Expiration Date, it being understood that the representation claims made on or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect prior to such claim Expiration Date shall continue in force and effectsurvive such Expiration Date until resolved.

Survival of Representations, Warranties and Covenants. All representations The representations, warranties, covenants, indemnities and warranties of the Parties agreements contained in this Agreement or in any certificate, document or instrument delivered pursuant to this Agreement are and will be deemed and construed to be continuing representations, warranties, covenants, indemnities and agreements and shall survive the Closing for a period of eighteen (18) months from the closing of the transactions contemplated by the Xxxxx Asset Purchase Agreement, except for (a) agreements under Section 10.4 of this Agreement, which shall survive the Closing indefinitely, (b) indemnification obligations resulting from third party claims, which shall survive the Closing for a period of one (1) month after the last day of the longest applicable statutory limitation period applicable to such claim and (c) indemnification obligations resulting from any liability which is not an Assumed Liability, which shall survive the Closing indefinitely. No claim may be brought under this Agreement or any other certificate, document or instrument delivered pursuant to this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the last day of the applicable survival period. In the event such a notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied. Any investigation made by or on behalf of any Party until the close hereto shall not constitute a waiver as to enforcement of business on the first anniversary of the Closing Date; providedany representation, howeverwarranty, that: (i) the representations and warranties provided in covenant or agreement contained herein. Any indemnification payments paid under Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and 15 will be considered an adjustment to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectPurchase Price.

Survival of Representations, Warranties and Covenants. All The several ----------------------------------------------------- representations and warranties of the Parties parties contained in this Agreement shall will survive the Closing and any investigation made by or on behalf of any Party will remain operative and in full force and effect until the close of business on the first anniversary of date that is 18 months after the Closing Date; provided, however, that: except that (i) the representations and warranties provided contained in Section 3.22 (Tax Matters) Sections 5.1.1, 5.1.2, 5.2.1 and Section 3.23 (Tax Partnership) shall 5.2.2, will survive the Closing and will remain operative and in full force and effect until the later of (A) 60 days date that is 36 months after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; Date and (ii) the representations and warranties contained in Section 3.1 (Organization 5.1.6 will survive the Closing and Qualification) will remain operative and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud in full force and intentional misrepresentation shall survive indefinitelyeffect without any time limitation. All The covenants of Sellers or Buyer the parties contained in this Agreement shall survive Closing will remain operative and in full force and effect without any time limitation, except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent that any representation or warranty survives for a longer period such covenant is limited in duration by the express terms thereof. Any right of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under pursuant to this Article VIII for IX with respect to a claimed breach of a representation or warranty may be brought will expire at any 11:59 p.m. (Dallas, Texas time) on the last day of the survival period applicable thereto unless, on or prior to such time during on such day, a Claim Notice (as hereinafter defined) shall have been given to the Survival Period; providedparty from whom indemnification is sought. Provided that a Claim Notice is timely so given, that the right to indemnification pursuant to this Article IX with respect to a claimed breach of a representation or warranty on described in such Claim Notice as contemplated in the following sentence will not be affected by the expiration of the survival period applicable thereto. For purposes of this Agreement, a "Claim Notice" means a written notice asserting a breach of a representation or warranty contained in this Agreement which such claim is based continues to survive under this Section 8.4 at the time notice sets forth in reasonable detail a description of such claim is given in accordance breach, together with Section 8.3, and if such written notice is given within such period, copies of all rights to indemnification available documentation with respect to such claim shall continue in force and effectthereto.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Seller and Buyer contained in this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business shall terminate and expire on the first eighteen month anniversary of the Closing Date; provided, however, that: that (i) the representations and warranties provided made in Section 3.22 Sections 3.1, 3.2, 3.4 and 3.21 (Tax Matterscollectively “Seller Fundamental Representations”) and Section 3.23 Sections 4.1, 4.2, 4.5 and 4.8 (Tax Partnershipcollectively “Buyer Fundamental Representations”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; indefinitely and (ii) the representations and warranties made in Sections 3.9 and 3.10 shall survive until 60 days after the expiration of the applicable statute of limitations. Any claim for indemnification in respect of any representation or warranty that is not asserted by notice given as required herein prior to the expiration of the applicable survival period specified in this Section 3.1 7.1(a) shall not be valid and any right to indemnification is hereby irrevocably waived after the expiration of such period of survival. Any claim properly made for an Indemnifiable Loss in respect of a breach of any such representation or warranty asserted within such period of survival as herein provided will be timely made for purposes hereof, in which case the survival period with respect to the applicable representation or warranty shall be extended solely for purposes of such claim until such claim is finally and fully resolved. (Organization and Qualificationb) and Section 3.2 (Authority; Binding Effect) To the extent that it is to be performed after the Closing, each covenant in this Agreement will, for purposes of this AgreementArticle VII, fraud survive and intentional misrepresentation shall survive indefinitelyremain in effect 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. All covenants of Sellers or Buyer contained in this Agreement shall that by their terms are required to be fully performed prior to the Closing will, for purposes of this Article VII, survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first eighteen month anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written after which no claim for indemnification under this Article VIII for breach of a representation or warranty with respect thereto may be brought at hereunder. If a claim for indemnification is submitted with respect to any time during covenant within the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under applicable period of survival as set forth in this Section 8.4 at 7.1(b), the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification survival period with respect to such covenant shall be extended solely for purposes of such claim shall continue in force until such claim is finally and effectfully resolved.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Company and the Executing Stockholders contained in this Agreement shall survive the Closing Date and continue for a period of eighteen (18) months following the Closing Date, except that the representations and warranties of Section 4.1 (Ownership), Section 4.2 (Violation of Law), Section 4.3 (Due Authorization; Execution; and Enforceability), Section 4.4 (No Conflict), Section 4.6 (Brokers and Finders), Section 5.1(a), (b), (d) (except for Section 5.1(d)(i)) and (e) (Entity Status) and Section 5.21 (Brokers and Finders) (collectively, the “Fundamental Representations and Warranties”) shall survive until the date that is thirty (30) days after the expiration of the longest federal, state, local or foreign statute of limitations (including extensions) applicable to the underlying claim. Each Party hereto shall be entitled to rely on any such representation or warranty regardless of any inquiry or investigation made by or on behalf of such Party. Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought hereunder shall survive the time at which it would otherwise terminate pursuant to this Section 9.1 if notice in accordance with Section 9.7 below of the alleged breach thereof shall have been given to the Party until against whom such indemnity may be sought (or in the close case of business the Executing Stockholders as the Indemnifying Parties, notice to the Stockholder Representative) prior to 5:00 PM CT on the first anniversary of day which is three (3) Business Days following the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers survival period set forth in this Section 9.1. Each of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer the Parties contained in this Agreement requiring performance after the Closing shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3the term thereof or, and if such written notice is given within such periodnot expressly stated otherwise, all rights to indemnification with respect to such claim shall continue in force and effectindefinitely.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties contained in this Agreement Agreement, including any rights arising out of any breach of such representations and warranties, shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of date that is eighteen (18) months after the Closing Date; provided, however, that: except that (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) the Fundamental Representations shall survive the Closing Date until 60 days after following the expiration of the applicable statute of limitations for limitations, and (B) the applicable underlying claimrepresentations and warranties set forth in Section 4.1 (Corporate Organization), including any extensions or waivers Section 4.2 (Due Authorization) and Section 4.12 (No Brokers) shall survive the Closing Date until 60 days following the expiration of the applicable statute of limitations limitations; and (Bii) if no applicable statute of limitations existsthe survival expiration set forth herein shall not limit any claims based on fraud or intentional misrepresentation. With respect to covenants and agreements, then five (5x) years from those covenants and agreements contained herein that by their terms require performance in full prior to or at the Closing (the “Pre-Closing Covenants”), shall survive the Closing until the date that is one (1) year after the Closing Date; and (iiy) those covenants and agreements contained herein that by their terms require performance after the representations and warranties in Section 3.1 Closing (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreementthe “Post-Closing Covenants”), fraud and intentional misrepresentation shall survive indefinitelythe Closing until the date that is one (1) year following performance in accordance with their terms. All covenants No claim for indemnification pursuant to Section 9.2(a) or Section 9.2(b) may be asserted unless on or before the survival expiration date, set forth above, in accordance with this ARTICLE IX. If a claim for indemnification is properly asserted in accordance with this ARTICLE IX prior to the expiration of Sellers the representation, warranty or Buyer covenant that is the basis of such claim, then such representation, warranty, covenant or other agreement contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) beyond the covenants applicable survival date set forth in Section 8.1above, which shall but only survive until for the close of business on the first anniversary purpose of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice resolution of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectclaim.

Survival of Representations, Warranties and Covenants. All The representations and warranties of (a) the Parties Company contained in this Agreement shall survive Closing Article IV and any investigation made by or on behalf all claims and causes of any Party until the close of business action with respect thereto will terminate on the first anniversary date that is twelve (12) months from the Final Closing Date, (b) the Sellers contained in Article V and all claims and causes of action with respect thereto will terminate on the date that is twelve (12) months from the Final Closing Date, and (c) the Purchaser contained in Article VI and all claims and causes of action with respect thereto will terminate on the date that is twelve (12) months from the Final Closing Date, except that the Company Fundamental Representations, the Sellers Fundamental Representations and the Purchaser Fundamental Representations will survive for a period determined by replacing the foregoing references to twelve (12) months with three (3) years. No covenant or agreement contained herein that is to be performed on or prior to the Final Closing Date will survive the Final Closing Date; provided, however, that: (i) that the representations and warranties provided foregoing will in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until no respect limit the later of (A) 60 days after expiration rights of the applicable statute Parties to seek indemnification for any breach of limitations such covenant or agreement occurring before the Final Closing if a claim for indemnification hereunder is brought within six (6) months of the Final Closing Date. Any covenant and agreement to be performed, in whole or in part, after the Final Closing Date will survive the Final Closing in accordance with its terms. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 11.5(a) with respect to indemnification under Section 11.2 or 11.3 will have been given pursuant to Section 12.6 within the applicable underlying claimsurvival period, including any extensions or waivers the representations, warranties, covenants and agreements that are the subject of such indemnification claim will survive with respect to such Claim Notice until it is finally and fully resolved. Notwithstanding the applicable statute of limitations foregoing, in the event that the Final Closing Obligations terminate and (B) if no applicable statute of limitations existsthe Final Closing does not take place, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for described clauses (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and through (bc) above will terminate twelve (12) months after the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Initial Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. (a) All of the representations and warranties contained in Articles III, IV and V of the Parties in this Agreement shall survive the Closing and any investigation made by or on behalf continue in full force and effect for a period of any Party until the close of business on the first anniversary of the Closing Date18 months thereafter; provided, however, provided that: : (i) the representations and warranties provided of Sellers contained in Section 3.22 Sections 3.1 (Tax MattersOrganization), 3.2 (Authorization of Transaction), and 3.4 (Ownership of Shares), 5.3 (Capitalization), and 5.7 (Subsidiaries) and Section 3.23 (Tax Partnershipcollectively, the “Sellers’ Fundamental Representations”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Dateand continue in full force and effect for a period of five years after Closing; and and (ii) the representations and warranties of Buyer contained in Section 3.1 Sections 4.1 (Organization and QualificationOrganization), 4.2 (Authorization of Transaction), 4.5 (Investment), 4.7 (Investigation by Buyer) and Section 3.2 4.8 (Authority; Binding EffectNo Reliance) (collectively, the “Buyer’s Fundamental Representations”) shall survive the Closing and continue in full force and effect for a period of five years after Closing. Except as otherwise specifically provided in this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All all covenants of Sellers or Buyer contained in this Agreement to be performed before or at the Closing shall not survive the Closing and all covenants contained in this Agreement to be performed after the Closing shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and in accordance with their respective terms. (b) The Parties acknowledge and agree that no claim may be brought in respect of a breach of any representation, warranty or covenant contained in this Agreement after the covenants expiration of the survival period applicable to such representation, warranty or covenant, as set forth in Section 8.18.1(a). (c) Notwithstanding anything in this Agreement to the contrary, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification any claims asserted in Section 8.1(c) and Section 8.1(d) shall survive without time limit and good faith with reasonable specificity (to the extent any known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty survives for a longer period of time, the or indemnification for clause and such representation and warranty claims shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectuntil finally resolved.

Survival of Representations, Warranties and Covenants. All (1) The representations and warranties of the Parties Vendor contained in this Agreement or certified by the certificate delivered to the Purchaser pursuant to Section 6.1(a) shall survive the Closing and, notwithstanding the Closing and any investigation made by or on behalf of any Party until the close of business on Purchaser, shall continue in full force and effect for the first anniversary benefit of the Purchaser for a period of eighteen (18) months after the Closing Date; provided, however, that: Date and any claim in respect thereof shall be made in writing during such time period (i) in which event the representations and warranties provided to which such claim relates shall survive in Section 3.22 (Tax Mattersrespect of such claim until the final settlement or termination of such claim) and shall be subject to Section 3.23 7.5 and Section 7.6 save and except that a claim in respect of any of such representations and warranties involving (Tax Partnershipi) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions fraud or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and fraudulent misrepresentation or (ii) a claim in respect of the representations and warranties set forth in Section 3.1 4.1(e) (Organization and QualificationNo Other Agreements to Purchase), Section 4.1(f) (Title to Purchased Assets) and Section 3.2 4.1(aa) (Authority; Binding EffectEnvironmental Matters) may be made at any time after the Closing Date. To the extent that such are performable after the Closing, each of this Agreement, fraud the covenants and intentional misrepresentation agreements contained in each of the Transaction Documents shall survive the Closing indefinitely. All covenants . (2) The representations and warranties of Sellers or Buyer the Purchaser contained in this Agreement or certified by the certificate delivered to the Vendor pursuant to Section 6.2(a) shall survive the Closing except and, notwithstanding the Closing and any investigation made by or on behalf of the Vendor and the Vendor Affiliates, shall continue in full force and effect for (a) any covenant which by its terms terminates as the benefit of a specific date, or is only made the Vendor and the Vendor Affiliates for a specified period, period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing within such time period (b) in which event the covenants set forth representations and warranties to which such claim relates shall survive in Section 8.1, which shall only survive respect of such claim until the close final settlement or termination of business on the first anniversary such claim) and shall be subject to Section 7.5 and Section 7.6 save and except a claim in respect of any of such representations and warranties involving fraud or fraudulent misrepresentation may be made at any time after the Closing Date. To the extent that such are performable after the Closing, provided that each of the indemnification covenants and agreements contained in Section 8.1(c) and Section 8.1(d) each of the Transaction Documents shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectClosing indefinitely.

Survival of Representations, Warranties and Covenants. All Except in the event of Fraud (which claims shall survive the Closing indefinitely and may be asserted at any time), the representations and warranties of the Parties contained in this Agreement Agreement, the Korean Purchase Agreement, the other Transaction Documents (other than the Transition Services Agreement), or in any certificate delivered hereunder or thereunder shall survive the Closing and any investigation made by or on behalf of any Party remain in full force and effect until the close of business on the first eighteen (18) month anniversary of the Closing Date; provided, however, that: (i) that the Fundamental Representations and the representations and warranties provided of the Buyer contained in Section 3.22 5.01 (Tax Matters) Organization of Buyer); Section 5.02 (Authorization of Transactions by Xxxxx); and Section 3.23 5.06 (Tax PartnershipBrokers’ Fees) shall survive until the later of date that is the seventh (A7th) 60 days after expiration anniversary of the applicable statute Effective Date. All covenants set forth herein or in the Korean Purchase Agreement that contemplate performance prior to the Closing shall not survive the Closing. All covenants set forth herein or in the Korean Purchase Agreement or the other Transaction Documents (other than the Transition Services Agreement) that contemplate performance following the Closing shall survive the Closing in accordance with their respective terms until fully performed. It is the express intent of the Parties to modify, by contract, the statutes of limitations for the that would be otherwise applicable underlying claim, including any extensions or waivers to certain of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties contained herein or in Section 3.1 the Korean Purchase Agreement (Organization and Qualificationthe associated rights to bring a claim related thereto) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants expressly set forth in this Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”)10.01. A written Any claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given has been made in accordance with Section 8.310.05 on or before, and if such written notice is given within such periodwhich remains pending as of, all rights the date the underlying representation, warranty or covenant would otherwise expire pursuant to indemnification with respect this Section 10.01, will survive, and may continue to such claim shall continue in force be asserted and effectindemnified against, until finally resolved.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties parties contained in this Agreement shall survive the Closing and shall continue in full force and effect until one (1) year following the Closing Date, after which time such representations and warranties shall terminate and have no further force or effect, except that (i) the survival of representations and warranties made by Seller in Article X hereof shall be governed solely by the provisions of Article X hereof; (ii) the representations and warranties contained in Section 4.14 (Employee Benefit Plans; ERISA) shall survive until thirty (30) days after the expiration of the applicable statute of limitations; and (iii) the representations and warranties contained in Section 2.5 (Title to the RSUI Shares), Section 2.6 (Brokers and Finders), Section 4.3 (Capitalization) and Section 6.7 (Brokers and Finders) shall survive indefinitely. The period during which any such representation and warranty survives is the "Survival Period" for such representation and warranty. Notwithstanding the foregoing, any representation or warranty that would otherwise terminate shall survive with respect to Losses in respect of any Action of which notice is given pursuant to this Agreement prior to the end of the Survival Period, until such Action is finally resolved and any related Losses are paid. (b) Unless otherwise limited by the terms of this Agreement, covenants of the parties contained in this Agreement shall survive the Closing indefinitely. (c) In the event of a breach of any of such representations, warranties, covenants or agreements, the party to whom such representations, warranties, covenants or agreements have been made shall have all rights and remedies for such breach available to it under the provisions of this Agreement, whether at law or equity, regardless of any Knowledge of, disclosure to, or investigation made by or on behalf of any Party until the close of business of, such party on the first anniversary of or before the Closing Date; provided, however, that: (i) that the representations and warranties provided Seller shall have no obligation to indemnify the Purchaser in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until respect of a breach of representation or warranty which is specifically disclosed to Purchaser by Seller in writing or as to which Purchaser otherwise has Knowledge if such breach involves a change or event which would cause the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from condition to Purchaser's obligation to effect the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until 13.1(c)(ix) not to be satisfied and Purchaser nonetheless elects to proceed with the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectClosing.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties set forth in this Agreement (whether set forth in this Agreement, Sellers' Disclosure Schedule, Buyer's Disclosure Schedule, any Ancillary Agreement, the Section 8.2(c) Certificate or the Section 8.3(c) Certificate) shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: as follows: (i) the representations and warranties provided contained in Section 3.22 (Tax Matters) 5.1, Section 5.2, Section 5.3, Section 5.10, Section 5.15, Section 5.22, Section 6.1 and Section 3.23 6.2 (Tax Partnershipcollectively, the "Fundamental Representations") shall survive the Closing until the later of (A) 60 days after expiration of the longest federal, state, local or foreign statue of limitation (taking into account any applicable statute of limitations for extensions or tolling thereof) applicable to the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and and (ii) the all representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation other than the Fundamental Representations shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first twenty-one (21) month anniversary of the Closing Date. (b) All covenants and agreements contained herein (whether set forth in this Agreement, provided that Sellers' Disclosure Schedule, Buyer's Disclosure Schedule, any Ancillary Agreement, the indemnification in Section 8.1(c8.2(c) and Certificate or the Section 8.1(d8.3(c) Certificate) shall survive without the Closing and remain in full force and effect in accordance with their terms. Notwithstanding the foregoing, (x) the obligations of Buyer to assume, and indemnify Seller Indemnified Parties for, the Assumed Liabilities and (y) the obligations of Sellers to retain, and indemnify the Buyer Indemnified Parties for, the Retained Liabilities, shall survive indefinitely. (c) The period of time limit and that a representation or warranty or covenant or agreement survives the Closing pursuant to this Section 10.1 shall be the extent "Indemnity Period" with respect to such representation or warranty or covenant or agreement. No claim for breach of any representation or warranty survives for or failure to perform any covenant, agreement or obligation may be asserted after the expiration of the Indemnity Period; provided that the written assertion prior to expiration of the Indemnity Period of any Claim by a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim party for indemnification under this Article VIII for hereunder with respect to the breach or alleged breach of a any representation or warranty may be brought at or the failure or alleged failure to perform any time during the Survival Period; provided, that the representation covenant or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given other obligation in accordance with Section 8.3, and if 10.4 shall survive the expiration of the Indemnity Period until final resolution of such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectclaim.

Survival of Representations, Warranties and Covenants. All The representations and warranties of made by the Parties Company herein, and in this Agreement the certificate contemplated by Section 5.3(a) shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any Party of the parties hereto, until the close Indemnity Release Date; provided that the Fundamental Representations (other than the representations Section 2.12 (Taxes)) will remain operative and in full force and effect until the expiration of business on the first applicable statute of limitations; provided, further, that the representations in Section 2.12 (Taxes) will remain operative and in full force and effect until 14 days after the expiration of the applicable statute of limitation; provided, further, that the representations in Section 2.11 (Intellectual Property) will remain operative and in full force and effect until the third (3rd) anniversary of the Closing Date; provided, howeverfurther, that: (i) that no right to indemnification pursuant to ARTICLE VII in respect of any claim that is set forth in a Claim Certificate delivered to the Securityholder Agent on or prior to the expiration of such representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the be affected by such expiration. The representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation made by Acquirer herein shall survive indefinitelythe Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto until the Indemnity Release Date. All covenants covenants, agreements and obligations of Sellers the parties hereto shall expire and be of no further force or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates effect as of a specific datethe Closing, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and except to the extent such covenants, agreements and obligations provide that they are to be performed after the Closing; provided that no right to indemnification pursuant to ARTICLE VII in respect of any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for based upon any breach of a representation covenant, agreement or warranty may obligation shall be brought at any time during affected by the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice expiration of such claim is given in accordance with Section 8.3covenant, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectagreement or obligation.

Survival of Representations, Warranties and Covenants. All of the representations, warranties and covenants of each Asset Seller, the Company, E&EC and the LLC contained herein or in any document, certificate or other instrument required to be delivered hereunder shall survive the Closing Date and continue in full force and effect until 5:00 p.m., Pacific Time, on the date two (2) years after the Closing Date; provided that the representations and warranties of the Parties in this Agreement Sections 5.18(a) through (l) only shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first third anniversary of the Closing Date; provided, howeverfurther, that: (i) that the representations representation and warranties provided in Section 3.22 (Tax Matters5.18(m) and Section 3.23 (Tax Partnership) only shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from 18 months following the Closing Date; and (ii) provided, further, the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation 5.13 shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first fifth anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, further, that the representations and warranties in Section 5.23 shall survive until the eighth anniversary of the Closing Date. This Section 13.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing. The representations and warranties shall not be affected by any examination made for or on behalf of any party hereto or the knowledge of any such party’s officers, directors, stockholders, employees or agents. Notwithstanding anything to the contrary herein, (i) if a claim is made before the expiration of the periods of survival set forth above in this Section 13.1, then (notwithstanding the expiration of such time period) the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect applicable to such claim shall survive until, but only for purposes of, the resolution of such claim, and (ii) Buyer’s right of set off with respect to any breach of a representation, warranty or covenant for which a claim is made prior to the expiration of the applicable period of survival set forth above shall continue as set forth in Section 13.6. All of the representations, warranties and covenants of Buyer contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall survive the Closing Date and continue in full force and effecteffect until 5:00 p.m., Pacific Time, on the date one (1) year after the Closing Date.

Survival of Representations, Warranties and Covenants. All Except as provided below, each representation and warranty and any certificate related to any such representation and warranty shall survive the Closing and continue in full force and effect until 11:59 p.m. Eastern time on September 30, 2018; provided, however, that (a) the Fundamental Representations shall survive the Closing and continue in full force and effect until 11:59 p.m. Eastern time on the five (5) year anniversary of the Closing Date, (b) the representations and warranties contained in Section 3.18 (Environmental Matters) (the “Environmental Representations”) shall survive the Closing and continue in full force and effect until 11:59 p.m. Eastern time on the two (2) year anniversary of the Parties Closing Date, (c) the representations and warranties contained in this Agreement Section 3.21 (Intellectual Property) shall survive the Closing and any investigation made by or on behalf of any Party continue in full force and effect until the close of business 11:59 p.m. Eastern time on the first two (2) year anniversary of the Closing Date, and (d) the representations and warranties contained in Section 3.14 (Taxes) and, to the extent related to Tax matters, Sections 3.12(c), (d), (i), (j), and (m) (Company Benefit Plans) (each, a “Tax Representation” and, collectively, the “Tax Representations”) shall survive the Closing and continue in full force and effect until 11:59 p.m. Eastern time on the sixtieth (60th) day after the expiration of the applicable statutes of limitations with respect to the liability or obligation in question (giving effect to any tolling, mitigation, extensions or waivers thereof). The indemnification obligations set forth in: (A) Section 11.2(a)(x) (Known Litigation Matters) shall survive the Closing and continue in full force and effect until 11:59 p.m. Eastern time on the two (2) year anniversary of the Closing Date; provided, however, that: (iB) Section 11.2(a)(xi) (Known Potential Litigation) shall survive the representations Closing and warranties provided continue in full force and effect until 11:59 p.m. Eastern time on the two (2) year anniversary of the Closing Date; (C) Section 3.22 11.2(a)(viii) (Tax MattersRemediation of Known Environmental Conditions) and Section 3.23 11.2(a)(ix) (Tax PartnershipNon-Toxic Tort Claims arising from Known Environmental Conditions) shall survive the Closing and continue in full force and effect until 11:59 p.m. Eastern time on the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from year anniversary of the Closing Date; and (iiD) the representations and warranties in Section 3.1 11.2(a)(vii) (Organization and QualificationIndemnified Taxes) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelythe Closing and continue in full force and effect until 11:59 p.m. Eastern time on the sixtieth (60th) day after the expiration of the applicable statutes of limitations with respect to the liability or obligation in question (giving effect to any tolling, mitigation, extensions or waivers thereof). All other covenants of Sellers or Buyer contained set forth in this Agreement shall survive Closing until such covenant is performed, except to the extent of any fixed duration set forth therein (including, for the avoidance of doubt, with respect to the fixed duration of the covenants relating to certain of Seller’s indemnification obligations specified in the immediately preceding sentence). No Indemnification Claim may be asserted pursuant to this Agreement unless (ax) any covenant which on or before the applicable Survival Expiration Date, such claim is asserted by its terms terminates as proper written notice in accordance with this Article XI, specifying, in reasonable detail, the basis of a specific date, or is only made for a specified periodthe claim, and (by) such claim is made in respect of Damages specified, in reasonable detail, and incurred prior to the covenants set forth in Section 8.1applicable Survival Expiration Date or, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period arising out of timean Indemnification Claim asserted in writing prior to the applicable Survival Expiration Date, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach Indemnification Claim is made in respect of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which reasonably estimated amount of Damages reasonably expected to arise in connection with such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectclaim.

Survival of Representations, Warranties and Covenants. All Subject to the limitations and other provisions of this Agreement, including the provisions of this Article IX, the representations and warranties of the Parties in this Agreement contained herein shall survive the Closing and shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company, any Party until the close of business on the first anniversary of the Closing Date; providedSeller, howeveror Purchaser, thatas follows: (ia) the representations and warranties provided contained in Section 3.22 3.1 (Tax MattersOrganization; Authorization; etc.), Section 3.2 (Capitalization; Structure), Section 3.9 (Taxes), Section 3.12 (Intellectual Property; Data Privacy; Security), Section 3.14 (Brokers, Finders, etc.), Section 4.1 (Organization; Authorization; etc.), Section 4.2 (Title), Section 4.4 (Brokers, Finders, Etc.) and Section 3.23 Article V (Tax PartnershipRepresentations and Warranties of Purchaser) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for applicable to the applicable underlying claim, facts and circumstances (including any extensions or waivers of thereof) (the applicable statute of limitations representations and warranties set forth in this clause (a) being the “Fundamental Representations”); and (Bb) if no applicable statute of limitations exists, then five all other representations and warranties shall survive until the date that is eighteen (518) years from months after the Closing Date; . The covenants and agreements of the Parties contained in this Agreement (i) contemplating or requiring performance by such Party at or prior to the Closing, shall survive until the twelve (12)-month anniversary of the Closing Date and (ii) contemplating or requiring performance after the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation Closing shall survive indefinitelyindefinitely or, if applicable, for the shorter period explicitly specified therein. All covenants Notwithstanding the preceding sentences, any breach of Sellers representation, warranty, covenant or Buyer contained agreement in respect of which indemnity may be sought under this Agreement shall survive Closing except for (a) any covenant the time at which by its terms terminates as it would otherwise terminate pursuant to the preceding sentences, if notice of a specific date, the inaccuracy or is only made for a specified period, and (b) breach thereof giving rise to such right of indemnity shall have been given to the covenants Party against whom such indemnity may be sought prior to such time in accordance with the notice procedures set forth in Section 8.1, which shall only survive until the close 9.3. No claim for breach of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of timewarranty, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for or breach of a representation or warranty failure to perform any covenant or agreement, may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3brought, and if such written notice is given within such period, all rights to indemnification no Party shall have any liability with respect to such claim shall continue claims first asserted in force and effectconnection therewith, after the expiration of the applicable survival period specified therefor in this Section 9.1.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Seller set forth in Section 3.2 [Capitalization; Ownership], Section 3.3 [Authorization], and the first sentence of Section 3.7 [Assets] of this Agreement, and of the Purchaser set forth in Section 4.2 [Authorization] of this Agreement, will survive until the latest date permitted by Law. (b) The representations and warranties of the Seller set forth in Section 3.6 [Tax Matters] of this Agreement, and the Seller’s covenant to pay Taxes pursuant to Section 9.1(a) of this Agreement, will survive the Initial Closing until the expiration of the applicable statute of limitations (including any extensions or waivers thereof). (c) The representations and warranties of the Seller set forth in Section 3.14 [Environmental Matters] of this Agreement shall will survive the Initial Closing and any investigation made by or on behalf of any Party until the close of business expire on the first seventh (7th) anniversary of the Initial Closing Date. (d) The representations and warranties of the Seller set forth in Section 3.22 [Absence of Certain Business Practices] of this Agreement will survive the Initial Closing and expire on the third (3rd) anniversary of the Initial Closing Date. (e) All other Seller Representations and Purchaser Representations not identified in Sections 8.4(a), (b), (c) or (d) shall survive the Initial Closing for a period of eighteen (18) months after the Initial Closing Date; provided, however, that: , in the event that the Purchaser Group has not had operational control, including reasonable access to the property, books and records and employees of the Business that is the subject of an Additional Closing, the Seller Representations shall survive the Initial Closing for a period of eighteen (i18) months after such applicable Additional Closing (but solely to the representations extent that each such Seller Representation is applicable to such Additional Closing and warranties provided the Acquired Assets being conveyed to the Purchaser Group at such Additional Closing). MASTER ACQUISITION AGREEMENT (f) All covenants and agreements of the parties contained in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall any Principal Agreement or in any certificate or other writing delivered pursuant thereto or in connection therewith will survive until the later of (A) 60 days after expiration of the applicable statute of limitations (including any extension or tolling thereof) or for the applicable underlying claimshorter period explicitly specified therein. (g) If an Indemnified Party delivers to an Indemnifying Party, including any extensions or waivers before expiration of the applicable statute indemnification period set forth above, either a Claim Notice based on the fact that an Indemnified Party has incurred Damages, or a notice that, as a result of limitations and a Legal Proceeding instituted by or claim made by a third Person, the Indemnified Party reasonably expects to incur Damages (B) if no applicable statute of limitations existsan “Expected Claim Notice”), then five (5) years from the Closing Date; and (ii) applicable representation, warranty, covenant or agreement will survive until, but only for purposes of, the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary resolution of the Closing Date, provided that matter covered by such notice. If the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation Legal Proceeding or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue which an Expected Claim Notice has been given is definitively withdrawn or resolved in force and effectfavor of the Indemnified Party, the Indemnified Party will promptly so notify the Indemnifying Party.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Sellers and Purchaser contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of date that is fifteen (15) months following the Closing Date; provided, however, that: (i) that the representations and warranties provided contained in Section 3.22 3.19 (Tax Environmental Matters) and Section 3.23 (Tax Partnership) shall survive the Closing for four (4) years following the Closing Date; provided, further, that the Fundamental Representations shall survive the Closing until ninety (90) days following the later of (A) 60 days after expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof (the expiration of such time period, the “Survival Date”); provided, however, that if, at any time prior to 11:59 p.m. (Central Time) on the Survival Date (if applicable) an Indemnity Claim Notice is delivered alleging Losses and a claim for recovery in accordance with Section 7.3(a), then the applicable underlying claim, including any extensions or waivers claim asserted in such Indemnity Claim Notice shall survive the Survival Date until such claim is fully and finally resolved. The covenants and agreements of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from parties set forth in this Agreement to be performed or complied with after the Closing Date; shall survive the Closing in accordance with their respective terms, and rights of a party set forth in this Agreement with respect to breaches thereof shall survive until the latest date permitted by Law. (iib) the The respective representations and warranties of the parties contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud the Transaction Documents, or any other agreement, certificate, or document delivered by any party at the Closing and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained the rights to indemnification set forth in this Agreement shall survive Closing except for (a) not be deemed waived or otherwise affected by any covenant which by its terms terminates as of a specific dateinvestigation made, or is only made for knowledge acquired, by a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectparty.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties contained in this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of one (1) year after the Closing Date; provided, however, that: : (i) the representations representation and warranties provided contained in Section 3.22 (Tax MattersSections 3.1, 3.2(a), 3.3, 3.4(c) and Section 3.23 (Tax Partnershipe), 3.6 (i) and (iii), 3.13, 3.15(b), 3.16(b), 3.27 and 3.28 (the "Seller Transaction Representations"), 4.1, 4.2, 4.3 (a) and (c), and 4.4 shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and without limitation; (ii) the representations and warranties of Seller contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation 3.11 shall survive indefinitely. All covenants the Closing until the expiration date of Sellers or Buyer the applicable statute of limitations period; (iii) the representations and warranties of Seller contained in this Section 3.14 shall survive until the expiration of three (3) years after the Closing Date; and (iv) the representations and warranties of Seller contained in Section 3.18 shall survive until the expiration of four (4) years after the Closing Date. The covenants and agreements of the parties contained in or made in accordance with the Agreement shall survive Closing except for (a) any in accordance with the terms of such covenant which by its terms terminates as or agreement and shall remain operative and in full force and effect until the expiration date of a specific date, or is only made for a specified period, and the statute of limitations period applicable to contractual obligations. (b) This Article 10 shall survive the Closing and shall remain in effect indefinitely. Any claim by a party based upon breach of any representation or warranty in this Agreement made in accordance with Article 10 must be submitted to the breaching party prior to or at the expiration of the applicable survival period specified in Section 10.1(a) or such claim may not be pursued and is irrevocably waived. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations and warranties set forth herein. The waiver of any condition based on the accuracy of any representation or warranty or on the performance of or compliance with any covenant or obligation, will not affect the right of indemnification, or any other remedy based on such representations, warranties, covenants or obligations. Notwithstanding anything herein to the contrary, any representation, warranty, covenant and agreement that is the subject of a Claim asserted in writing prior to the expiration of the applicable survival period set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d10.1(a) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue Claim or any dispute with respect thereto until the final resolution thereof. No written assertion described in force and effectthe preceding sentence will extend the survival of any Claim unless the assertion describes the matters with sufficient particularity to reasonably apprise the receiving party of the specific subject matter of such Claim.

Survival of Representations, Warranties and Covenants. The covenants of the Parties contained in this Agreement, the Transaction Documents or in any other document or instrument required to be executed and delivered pursuant to this Agreement at the Closing (each, a “Closing Document”) shall automatically terminate on the Closing Date, other than (i) those covenants set forth in Sections 7.1, 7.2, 7.4(b), 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 13.1 and Article X, which shall survive the Closing indefinitely; (ii) those covenants set forth in this Article XI, which shall terminate according to their terms, and (iii) those covenants set forth in the Management Agreement and Facility Lease, which shall terminate according to their terms. All representations and warranties of the Parties Sellers and the Purchaser contained in this Agreement Agreement, the Transaction Documents or in any Closing Document shall survive the Closing Date and continue until the last day of the eighteenth (18th) month after the Closing Date (and no longer) and automatically terminate thereafter without any action on the part of any Party hereto, except that the representations and warranties contained in Section 5.4 and Section 5.11 shall survive until the last day of the thirty-sixth (36th) month after the Closing Date (and no longer) and automatically terminate thereafter without any action on the part of any Party hereto (each, as applicable, the “Expiration Date”). Each Party hereto shall be entitled to rely on any such representation or warranty regardless of any inquiry or investigation made by or on behalf of such Party. Notwithstanding the foregoing, any Party until representation or warranty in respect of which indemnity may be sought hereunder shall survive the close of business on the first anniversary time at which it would otherwise terminate pursuant to this Section 11.1 if written notice, supported by one or more sworn affidavits, of the Closing actual breach thereof shall have been given to the Party against whom such indemnity may be sought (or in the case of the Sellers as the Indemnifying Parties, notice to the Seller Representative) prior to the expiration of the applicable Expiration Date; provided, however, that: that such survival shall automatically expire if the Indemnified Party does not bring a judicial action against the Indemnifying Party with respect to any such breach within the sixty (i60) day period following the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Expiration Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained Except as specifically set forth in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific dateand the schedules, or is only made for a specified period, certificates and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 documents delivered pursuant hereto at the time notice of such claim is given Closing, there are no representations, warranties or agreements, express or implied, made by any Party hereto in accordance connection with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectthe transactions contemplated hereby.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties parties contained in this Agreement shall survive Closing and shall, notwithstanding any investigation made by or on behalf of notice by or to any Party until the close of business on the first anniversary of party prior to the Closing Date; provided, however, that: (i) survive the Closing and the closing in any Deferred Country for the period set forth in this Section 9.1. The representations and warranties provided of Seller and Federal set forth in Section 3.22 Sections 3.1, 3.2, 3.3, 3.4 (Tax Matters) and Section 3.23 as to consent of Governmental Entities), 3.5, 3.14 (Tax Partnership) as to title only), 3.32 shall survive until the later of (A) 60 days after have no expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Datedate; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation 3.29 shall survive indefinitelyuntil 90 days after the statute of limitations has expired for any Taxes due for periods prior to the Closing Date; the representations and warranties in Sections 3.25 and 3.30 shall survive until 60 days after the applicable statute of limitations has expired with respect to any transaction that could subject Buyer, a Buyer Purchaser or any Acquired Subsidiary to any tax or penalty under ERISA or the Code; the representations and warranties in Sections 3.10 , 3.11, 3.12, and 3.13 shall survive for three years and the remaining representations and warranties of Seller and Federal shall survive until the day corresponding to the Closing Date occurring in the 18th month following Closing Date. All The representations and warranties of Buyer set forth in Sections 4.1, 4.2 and 4.3 shall have no expiration date; and the remaining representations and warranties of Buyer shall survive until the day corresponding for the Closing Date occurring in the 18th month following Closing Date, provided, however, that representations and warranties with respect to any Deferred Country shall expire on the later of the corresponding date occurring in the 18th month following the Closing Date or the corresponding date in the 12th month following the date of the closing in the Deferred Country. In the event notice of any claim for indemnification under Section 9.5 shall have been given prior to midnight on the last day of the applicable survival period (the "Expiration Date"), the representations and warranties that are the subject of such indemnification claim shall survive until the claim is finally resolved. The covenants and agreements of Sellers or Buyer the parties contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectfully performed.

Survival of Representations, Warranties and Covenants. All The representations and warranties contained in this Agreement and all covenants (other than those that have been waived in writing for all purposes) or agreements required to be performed at or prior to the Closing, will survive the execution and delivery hereof and the Closing, and, after the Closing (a) the Fundamental Representations, Fraud-Type Claims, representations and warranties of the Parties in this Agreement Company with respect to Taxes and Benefit Plans, and covenants or agreements required to be performed following the Closing shall survive Closing and any investigation made by or on behalf of any Party until the close sixtieth (60th) day following the applicable statute of business on limitations; (b) the first representations and warranties set forth in Section 3.20 (Environmental Matters) shall survive until the date that is three (3) years after the Closing Date; (c) the representations and warranties set forth in Section 3.29(o) (CAS Compliance) and Section 3.29(p) (Rate Adjustments) shall survive until the sixth (6th) anniversary of the Closing Date and (d) all other representations and warranties and covenants or agreements required to be performed at or prior to the Closing will survive until the date that is eighteen (18) months after the Closing Date (the expiration of such time period in (a) through (d), as applicable, the “Survival Date”); provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claimthat if, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during prior to 11:59 p.m. (ET) on the applicable Survival Period; provided, that the representation or warranty on which such Date a notice (an “Indemnity Claim Notice”) is delivered alleging Losses and a claim is based continues to survive under this Section 8.4 at the time notice of such claim is given for recovery in accordance with Section 8.39.3(a) in reasonable detail, and if then the claim asserted in such written notice is given within such period, all rights to indemnification with respect to Indemnity Claim Notice shall survive the Survival Date until such claim shall continue in force is fully and effectfinally resolved.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties in this Agreement contained herein shall survive the Closing and any investigation made by or on behalf of any Party until the close of business shall thereupon terminate on the first 18 month anniversary of the Closing Date; provided, however, that: provided that (i) the representations Fundamental Representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall the Buyer Fundamental Representations survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and indefinitely, (ii) the representations and warranties set forth in (A) Section 3.1 3.11 (Organization and QualificationEmployee Benefit Plans; ERISA), (B) Section 3.13 (Environmental Matters), (C) Section 3.14(a) (Title to Owned Real Property) and (D) Section 3.2 3.16(a) (Authority; Binding Effect) of this AgreementTitle to Assets), fraud and intentional misrepresentation in each case, shall survive indefinitely. All covenants the Closing and thereupon terminate on the three (3) year anniversary of Sellers or Buyer contained in this Agreement shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, Date and (biii) the covenants representations and warranties set forth in Section 8.13.10 (Taxes) shall survive the Closing and shall thereupon terminate upon thirty (30) days following the expiration of the applicable statute of limitations. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms; provided that for the avoidance of doubt, which (x) the obligations of Buyer to assume, and to indemnify APD Indemnified Parties for, the Assumed Liabilities and (y) the obligations of APD to retain, and indemnify Buyer Indemnified Parties for, the Retained Liabilities shall only in each case survive until the close Closing indefinitely. Claims with respect to breaches of business all other covenants and agreements contained herein shall survive the Closing and shall thereupon terminate on the first 18 month anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. All (a) The covenants of the Parties contained in this Agreement or in any other document or instrument required to be executed and delivered pursuant to this Agreement at each Closing (each, a “Closing Document”) shall automatically terminate according to their terms. Except as otherwise provided in Section 9.1(b), all representations and warranties of the Parties Seller, including with respect to any Transferred Facility, on the one hand, and the Purchaser, on the other hand, contained in this Agreement or in any Closing Document shall survive the applicable Closing Date and continue until the last day of the eighteenth (18th) month after the applicable Closing Date (and no longer) and automatically terminate thereafter without any investigation made by or action on behalf the part of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: hereto. (ib) the The representations and warranties provided set forth in Section 3.22 4.1 (Tax MattersCorporate), Section 4.5 (Title to Purchased Assets; Absence of Encumbrances) and Section 3.23 5.1 (Tax PartnershipCorporate) (collectively, the “Fundamental Representations”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations not expire and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, The representations and (b) the covenants warranties set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c4.3 (Taxes) and Section 8.1(d4.13 (Environmental Matters) shall survive without time limit and expire on the last day of the thirty-sixth (36th) month after the applicable Closing Date. (c) Notwithstanding anything in this Section 9.1 to the extent contrary, any covenant, representation or warranty survives in respect of any matter or claim for a longer period of timewhich indemnity may be sought hereunder shall survive the time at which it would otherwise terminate pursuant to Section 9.1(a) or Section 9.1(b) (in each case, the indemnification for such representation and warranty shall survive for such period of time (“Expiration Date”) until the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice final resolution of such claim is given in accordance with Section 8.3matter or claim, and if such written notice is given within such period, all rights to indemnification a bona fide Notice of Indemnification with respect to such matter or claim shall continue in force and effecthave been given to the applicable Indemnifying Party prior to the applicable Expiration Date.

Survival of Representations, Warranties and Covenants. All representations The representations, warranties, covenants and warranties obligations of the Parties Company and the Shareholders and of Parent and Merger Sub set forth in this Agreement Agreement, any certificate or other instrument delivered pursuant hereto, or any Ancillary Agreement, shall survive Closing and any investigation made by or on behalf for a period of any Party until the close of business on the first anniversary of twelve (12) months following the Closing Date; provided, however, that: that (i) the representations and warranties provided contained in Section 3.22 3.10 (Tax MattersTaxes) and Section 3.23 3.29 (Tax PartnershipEmployment) shall survive and remain in full force and effect until the later of (A) 60 days after expiration of the applicable statute statutes of limitations for the applicable underlying claimlimitations, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) any such covenants and obligations of Shareholders, Parent or Merger Sub that pursuant to their terms continue beyond such 12 month period shall survive the representations and warranties Closing in Section 3.1 accordance with their terms, (Organization and Qualificationiii) and Section 3.2 (Authority; Binding Effect) there shall be no limitation on time during which indemnification may be asserted, sought or obtained for any instance of fraud on the part of the Company, any Shareholder or Parent of any provision of this Agreement, fraud any Ancillary Agreement or any other document delivered hereunder or thereunder, (iv) the covenants and intentional misrepresentation obligations of the parties contained in Sections 7.5 and 7.13 shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified periodDate without limitation, and (bv) the covenants set forth and obligations of the parties contained in Section 8.1, which 7.15 shall only survive the Closing Date until the close Shareholders shall no longer be subject to the Lock-Up Agreement. If a Notice of business on Claim has been delivered in compliance with this Article 9 prior to the first anniversary expiration of the Closing Date, applicable indemnification period as provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of timeabove (each, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Applicable Indemnification Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty , then such representations, warranties, covenants and obligations, as the case may be brought at any time during the Survival Period; providedbe, that the representation or warranty on which such claim is based continues to shall survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect as to such claim until the claim has been finally resolved. For the avoidance of doubt, the parties hereby acknowledge and agree that the Applicable Indemnification Period for fraud shall continue in force and effectbe indefinite.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of contained in Section 3.2(b) (title to the Parties in this Agreement Class A Interests) shall survive the Closing and any investigation remain in full force and effect indefinitely. The representations made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 3.11 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until be subject to the later of (A) 60 days after expiration terms of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the Tax Indemnity Agreement. All other representations and warranties contained herein, except as specifically provided for in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreementsuch representation or warranty, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained the Closing and remain in this Agreement full force and effect until March 3, 2002, at which time they shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and terminate. (b) All covenants and agreements contained herein shall survive the covenants set forth Closing and remain in Section 8.1, which shall only survive full force and effect until the close of business on the first anniversary of the Closing Date, at which time they shall terminate except that those covenants and agreements that by their terms are to be performed in whole or in part subsequent to the Closing, shall survive the Closing in accordance with their terms and that claims for indemnification for Environmental Liabilities shall remain in full force and effect for a period of 5 years after the Closing Date; provided that the indemnification foregoing shall not be deemed to limit the survival periods set forth in Section 8.1(c9.3(a) hereof. (c) From and after the Closing, the sole and exclusive remedy for any breach of any representation, warranty, covenant or agreement shall be pursuant to Section 8.1(d) shall survive without time limit 9.4 hereof, except in the case of fraud and except that with respect to matters indemnified for pursuant to the extent any representation or warranty survives Tax Indemnity Agreement and Indemnity Agreement such agreements shall provide for a longer period of time, the indemnification for such representation sole and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification exclusive remedy with respect to such claim matters. Under no circumstances shall continue Seller be liable to Buyer for consequential, incidental or punitive damages, except to the extent asserted in force and effecta third-party claim.

Survival of Representations, Warranties and Covenants. All (a) The Parties agree that the representations and warranties of Parent, Purchaser and the Parties Transferred Companies contained in this Agreement and the Ancillary Agreements and any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby shall survive Closing and any investigation made by or on behalf of any Party until for fifteen (15) months from the close of business on the first anniversary of the Closing DateClosing; provided, however, that: , (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 the Fundamental Representations and (B) the Purchaser Fundamental Representations shall survive the Closing until the date that is ninety (90) days after following the expiration of the statute of limitations applicable to the relevant claim; (ii) all claims for Indemnified Taxes shall survive the Closing until the date that is sixty (60) days after the statute of limitations for such Indemnified Taxes expires; and (iii) any claim related to Fraud shall survive the applicable underlying claim, including any extensions or waivers Closing until the date that is ninety (90) days following the expiration of the applicable statute of limitations applicable to fraud under Delaware law. (b) All covenants and agreements contained in this Agreement and any Ancillary Agreements, which by their terms contemplate performance or prohibit actions prior to the Closing, shall survive the Closing for fifteen (B15) if no applicable statute of limitations exists, then five (5) years months from the Closing Date; and . (iic) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer and agreements contained in this Agreement and any Ancillary Agreements, which by their terms contemplate performance or prohibit actions following the Closing, shall survive the Closing except until the expiration of the statute of limitations for contract breach claims. (ad) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) The Parties acknowledge that the covenants survival periods set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at 9.1 are the time notice result of such claim is given in accordance with Section 8.3arms’ length negotiation among the parties and that they intend for the survival periods to be enforced as agreed by them, and if such written notice is given within such periodthe applicable survival periods are not intended to, all nor shall they operate to, affect, impair or limit Purchaser’s rights to indemnification with respect to such claim shall continue in force and effector claims under the R&W Insurance Policy.

Survival of Representations, Warranties and Covenants. All Except as otherwise expressly provided in this Agreement, the parties' representations, warranties, covenants and agreements set forth in or made pursuant to this Agreement shall survive the Closing for the following periods following the Closing Date: (a) The representations and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: parties (i) other than the representations and warranties provided set forth in Section 3.22 (Tax Matters) Sections 2.01, 2.03, 3.01, 3.02, 3.03, 3.04, 3.13, 3.18, 4.01, 4.02 and Section 3.23 (Tax Partnership4.05) shall survive until the later of for three years. (Ab) 60 days after expiration The representations and warranties set forth in Section 3.13 shall survive for five years. (c) The covenants and agreements of the applicable statute of limitations parties set forth in Sections 5.01, 5.02, 6.01, 7.01,7.02(a) and 7.03(e) shall survive for three years. (d) All other representations, warranties, covenants and agreements shall survive without limitation as to time. Representations and warranties in the certificates delivered by the parties pursuant to Sections 8.02(a), 8.02(b), 8.03(a) and 8.03(b) shall survive Closing for the applicable underlying claimsame periods of time as the respective representations, including warranties, covenants and agreements to which they refer. No investigation by any extensions party hereto made heretofore or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) hereafter shall affect the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) other parties hereto and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for each such representation and warranty shall survive such investigation and the Closing for such the period described above. The last day, if any, of the survival period of time any representation, warranty, covenant or agreement is hereinafter referred to as the "Termination Date." Representations, warranties, covenants and agreements set forth in this Agreement shall terminate and be of no further force or effect after the applicable Termination Date (the “Survival Period”if any). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, however, that there shall be no such termination of any representation, warranty, covenant or agreement with respect to a bona fide claim asserted with respect thereto prior to the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given applicable Termination Date in accordance with the terms of Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect7.11.

Survival of Representations, Warranties and Covenants. All (a) Except as otherwise provided in this Section 9.03, all representations and warranties contained herein and the right to assert claims hereunder in respect of the Parties in this Agreement any breach thereof shall survive the Closing (and the delivery of any other Transaction Agreement) and any investigation made heretofore or hereafter conducted by or on behalf of any Party until the close of business party entitled to benefit thereof, and shall expire on the first anniversary of date that is eighteen (18) months following the Closing Date; provided. (b) Notwithstanding Section 9.03(a) above, however, that: (i) the representations and warranties provided made in Sections 4.01 (Organization), 4.02 (Authority; Enforceability: limited to the 1st, 2nd and last sentence of Section 3.22 (Tax Matters4.02), 4.03(a) and Section 3.23 (Tax Partnershipb) (Capitalization), 4.09(c) (Title), 4.14(a) (Real Property – Title), and any claims against a Xxxxxxx-Xxxxx Party for fraud or intentional misrepresentation, shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; indefinitely and (ii) the representations and warranties made in Section 3.1 Sections 4.11 (Organization and QualificationTax Matters), 4.14(c) (Real Property – Taxes), 4.15 (Environmental Matters) and 4.17 (Employee Benefit Plans) shall each survive until the expiration of the respective statute of limitations applicable to the subject matter thereof, and the right to assert claims hereunder in respect of any breach thereof, shall survive the Closing until the expiration of the applicable time frame set forth in this sentence. The representations and warranties identified in this Section 3.2 9.03(b) are referred to herein as the “Fundamental Representations.” (Authority; Binding Effectc) 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, fraud 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 9.01 and intentional misrepresentation this Article IX before expiration of such survival period, but not resolved and shall survive indefinitelynot expire until resolved. All covenants 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 Sellers limitations or Buyer repose with respect to any such matter. Under no circumstances shall the fact that Damages 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 Damages that have already been incurred. (d) Notwithstanding anything herein to the contrary, all covenants, agreements or obligations contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that (and the indemnification in Section 8.1(cdelivery of any other Transaction Agreement) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, their respective terms and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectconditions.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties contained in this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of one (1) year after the Closing Date; provided, however, that: : (i) the representations representation and warranties provided contained in Section 3.22 Sections 3.1(a), (Tax Mattersb), (c) and Section 3.23 (Tax Partnershipd), 3.2(a), (b), and (c), 4.1, 4.2, 4.3, 4.5, 4.6, 4.10 and 4.13(b) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and without limitation; (ii) the representations and warranties contained in Sections 4.11 and 4.22 shall survive the Closing until the expiration date of the applicable statute of limitations period; (iii) the representations and warranties contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation 4.24 shall survive indefinitely. All covenants until the expiration of Sellers or Buyer three (3) years after the Closing Date; and (iv) the representations and warranties contained in this Section 4.26 shall survive until the expiration of four (4) years after the Closing Date. (b) The covenants and agreements of the parties contained in or made in accordance with the Agreement shall survive Closing except for in accordance with the terms of such covenant or agreement and shall remain operative and in full force and effect until the expiration date of the statute of limitations period applicable to contractual obligations. (ac) This Article 8 shall survive the Closing and shall remain in effect indefinitely. Any claim by a party based upon breach of any representation or warranty in this Agreement made in accordance with Article 8 must be submitted to the breaching party prior to or at the expiration of the applicable survival period specified in Section 8.1(a) or such claim may not be pursued and is irrevocably waived. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations and warranties set forth herein. The waiver of any condition based on the accuracy of any representation or warranty or on the performance of or compliance with any covenant which by its terms terminates as or obligation, will not affect the right of indemnification, or any other remedy based on such representations, warranties, covenants or obligations. Notwithstanding anything herein to the contrary, any representation, warranty, covenant and agreement that is the subject of a specific date, or is only made for a specified period, and (b) claim asserted in writing prior to the covenants expiration of the applicable survival period set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d8.1(a) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue or any dispute with respect thereto until the final resolution thereof. No written assertion described in force and effectthe preceding sentence will extend the survival of any claim unless the assertion describes the matters with sufficient particularity to reasonably apprise the receiving party of the specific subject matter of such claim.

Survival of Representations, Warranties and Covenants. All representations, warranties, covenants, and agreements of the Company, Parent, Ultimate Parent and Merger Sub made in this Agreement shall survive the Closing, subject to the following provisions of this Section 10.1. If the Merger is consummated, the right to bring a claim relating to any Representation Breach (including any Third Party Claim relating to a Representation Breach) shall survive the Closing, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until 11:59 pm Pacific time on the date that is eighteen (18) months following the Closing Date (the “General Claims Expiration Time”), at which point such representations, warranties and certifications shall terminate and be of no further force and effect; provided, however, that (i) the right to bring a claim for breach of any of the representations and warranties of the Parties Company contained in Section 3.19 (Intellectual Property) and any corresponding representations, warranties or certifications of the Company contained in any certificate required to be delivered by the Company to Parent pursuant to any provision of this Agreement regarding such representations and warranties (the “IP Representations”) (including any Third Party Claim relating to any IP Representation) shall survive Closing and the Closing, regardless of any investigation made by or on behalf of or knowledge obtained by any Party of the parties to this Agreement, until the close of business 11:59 pm Pacific time on the first anniversary of date that is thirty-six (36) months following the Closing Date; providedDate (the “IP Claims Expiration Time”), howeverat which point such representations, that: warranties and certifications shall terminate and be of no further force and effect, and (iii) the right to bring a claim for breach of any of the representations and warranties provided of the Company contained in Section 3.22 the Fundamental Representations and any corresponding representations, warranties and certifications of the Company contained in any certificate required to be delivered by the Company to Parent pursuant to any provision of this Agreement regarding such Fundamental Representations (Tax Matters) and Section 3.23 (Tax Partnershipincluding any Third Party Claim relating to any Fundamental Representation) shall survive the Closing, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the later of (A) 60 days after expiration of the applicable statute of limitations with respect to the underlying subject matter of such representations, warranties and certifications (which, for clarity, is not the applicable underlying claimDelaware extended breach of contract statute of limitations) (the “Fundamental Rep Claims Expiration Time”), at which point such representations, warranties and certifications shall terminate and be of no further force and effect. The right to bring any claim for indemnification that is made pursuant to Sections 10.2(a)(iv) through 10.2(a)(iv) (including any extensions Third Party Claim relating to any of the matters specified in Sections 10.2(a)(iv) through 10.2(a)(iv)), regardless of any investigation made by or waivers on behalf of or knowledge obtained by any of the parties to this Agreement, or arising out of any fraud (with scienter), willful breach or intentional misrepresentation, will remain operative and in full force and effect until the expiration of the applicable statute of limitations with respect to the underlying subject matter of such claim (which, for clarity, is not the Delaware extended breach of contract statute of limitations) (the “Special Claims Expiration Time”). No right to indemnification pursuant to Article X in respect of (A) any claim for which a Claim Certificate or Third Party Claim Notice is provided to the Securityholder Representative pursuant to Section 10.3 prior to the General Claims Expiration Time, the IP Claims Expiration Time, the Fundamental Rep Claims Expiration Time, or the Special Claims Expiration Time, as applicable, shall be affected by the expiration of such representations and (B) warranties, which representations and warranties shall survive until the resolution of such claims, but solely with respect to such claims. It is the express intent of the parties that, if no an applicable survival period as contemplated by this Article X is shorter than the statute of limitations existsthat would otherwise have been applicable to a relevant claim under applicable Law, then five (5) years from then, by contract, the Closing Date; and (ii) period during which a party may assert such claim shall be limited to the survival period contemplated hereby. If the Merger is consummated, the representations and warranties in Section 3.1 (Organization of Parent, Ultimate Parent and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer Merger Sub contained in this Agreement and the other certificates contemplated hereby shall survive Closing except for (a) any covenant which by its terms terminates expire and be of no further force or effect as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectClosing.

Survival of Representations, Warranties and Covenants. All representations representations, warranties, covenants and warranties agreements of the Cytec Parties or the Sterling Parties in this Agreement the Operative Documents shall survive Closing the execution and delivery of the Operative Documents and the Closing, regardless of any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Dateparty; provided, however, that: : (ia) the representations and warranties provided of the Cytec Parties contained in the Operative Documents, other than those referred to in clauses (b), (c) and (d) below and other than those contained in Section 3.22 4.01(dd) (Tax Matters) and Section 3.23 (Tax Partnership) which shall survive until indefinitely), shall terminate and have no further force or effect after the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from one-year period commencing on the Closing Date; and , unless notice of a claim relating thereto shall be delivered by a Purchaser Indemnified Person to Parent prior to the expiration of such one-year period, in which case such representation or warranty shall survive following such period solely with respect to such claim until such claim is resolved; (iib) the representations and warranties of the Cytec Parties contained in Section 3.1 4.01(p) which relate to (Organization A) matters in respect of the exposure of the Cytec Santa Rosa Employees to acrylonitrile or asbestos, or (B) Releases ox xxleged Releases of Hazardous Substances into Escambia Bay shall terminate and Qualificationhave no further force and effect as of the Closing; (c) the representations and warranties of the Cytec Parties contained in Section 4.01(j) and Section 3.2 (Authority; Binding Effect4.01(k) shall terminate and have no further force and effect after the expiration of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business three-year period commencing on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) unless notice of a claim relating thereto shall survive without time limit and be delivered by a Purchaser Indemnified Person to Parent prior to the extent any expiration of such three-year period, in which case such representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for following such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification solely with respect to such claim until such claim is resolved; (d) the representations and warranties of the Cytec Parties contained in Sections 4.01(s)(ii), 4.01(t), 4.01(u), 4.01(v), 4.01(w)(ii), and 4.01(cc) shall continue terminate and have no further force or effect upon the expiration of the statute of limitations period applicable thereto, unless notice of a claim relating thereto shall be delivered by a Purchaser Indemnified Person to Parent prior to the expiration of the applicable period, in which case such representations or warranties shall survive following such period solely with respect to such claim until such claim is resolved; and (e) the representations and warranties of the Sterling Parties contained in the Operative Documents, other than those contained in Sections 4.02(d) (which shall survive indefinitely), shall terminate and have no further force and effector effect after the expiration of the one-year period commencing on the Closing Date, unless notice of a claim relating thereto shall be delivered by a Seller Indemnified Person to Purchaser prior to the expiration of such one-year period, in which case such representation or warranty shall survive following such period solely with respect to such claim until such claim is resolved.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Seller and Buyer contained in this Agreement shall survive the Closing solely for purposes of this Article VII and any investigation made by or on behalf of any Party until the close of business shall terminate and expire on the first anniversary earlier of March 31, 2015 or 30 days after receipt by Buyer of an audit report with respect of the Closing Dateannual financial statements of the Company for the year ending December 31, 2014, after which time no claim for indemnification with respect thereto may be brought; provided, howeverthat notwithstanding the foregoing, that: (i) the Buyer Fundamental Representations, the Seller Fundamental Representations and the representations and warranties provided set forth in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) 3.10 shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations plus 60 days, after which time no claim for the applicable underlying claimindemnification with respect thereto may be brought, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which 3.15 shall only (subject to Section 7.9) survive until the close of business on the first fourth anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without after which time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written no claim for indemnification under this Article VIII for breach of a representation or warranty with respect thereto may be brought at any time during and (iii) the Survival Period; providedrepresentations and warranties set forth in Section 3.6(a) shall not survive the Closing. (b) To the extent that it is to be performed after the Closing, that the representation or warranty on which such claim is based continues to each covenant in this Agreement will survive under this Section 8.4 at the time notice of such claim is given and remain in effect in accordance with Section 8.3its terms plus a period of six months thereafter, and if such written notice is given within such periodafter which no claim for indemnification with respect thereto may be brought hereunder. All covenants in this Agreement that by their terms are required to be fully performed prior to the Closing will survive the Closing for a period of six months, all rights to after which time no claim for indemnification with respect thereto may be brought hereunder. (c) Notwithstanding the foregoing, any claim for indemnification with respect to any breach of any representation, 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 the preceding paragraphs (a) and (b) of this Section 7.1 if such claim shall continue in force and effecthas been properly made pursuant to this Article VII prior to such time.

Survival of Representations, Warranties and Covenants. All representations and warranties in Article II and Article III or in any certificate executed and delivered in fulfillment of the Parties in requirements of this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of date that is eighteen (18) months following the Closing Date; provided, however, that: (i) that the representations and warranties provided set forth in (a) Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) 2.16 shall survive until the later of date which is sixty (A60) 60 days after the date upon which the liability to which any claim based on such representations and warranties may relate is barred by all applicable statutes of limitations (including all periods of extension, whether automatic or permissive), (b) Section 7.1 (i) with respect to Plymouth USA and its Subsidiaries shall survive until the date which is sixty (60) days after the date upon which the liability to which any claim based on such representations and warranties may relate is barred by all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) and (ii) with respect to Plymouth UK or Plymouth Asia or any Subsidiary thereof shall survive until the date on which Seller’s liability under Annex B terminates in accordance with paragraph 4.1 of Annex B and (c) Sections 2.1, 2.2, 2.5, 2.6, 3.1 and 3.2 shall survive indefinitely. If written notice of a claim has been given in the manner required by Article VII with respect to Plymouth USA and its Subsidiaries, or Article VIII prior to the expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization by the party seeking indemnification for such claim, then the relevant representations and Qualification) and Section 3.2 (Authority; Binding Effect) warranties of this Agreement, fraud and intentional misrepresentation the other party shall survive indefinitelyas to such claim until such claim has been finally resolved pursuant to such Article. All covenants and other agreements the performance of Sellers which is specified to occur on or Buyer contained in this Agreement prior to the Closing shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of date that is one (1) year following the Closing Date, provided and all covenants and other agreements that by their terms are to be performed after the indemnification in Section 8.1(c) and Section 8.1(d) Closing Date, shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given Closing in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir terms.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business 5:00 p.m., EST on the first eighteen (18th) month anniversary of the Closing DateDate (“Survival Period”); provided, however, that: provided however that (i) the representations and warranties provided in Section 3.22 2.12 (Tax MattersIntellectual Property) and Section 3.23 (Tax Partnershipthe “IP Representations”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Dateuntil 5:00 p.m., EST on June 30, 2017; and (ii) the representations and warranties in Section 3.1 2.11 (Organization Tax Matters) (the “Tax Representations”), shall survive the Closing until 5:00 p.m., EST on the fourth anniversary of Closing Date; and Qualification(iii) and Section 3.2 the Specified Representations shall survive the Closing until 5:00 p.m., EST, on the date that is sixty (Authority; Binding Effect60) days after the expiration of this Agreement, fraud and intentional misrepresentation the statutes of limitations (including extensions thereof) applicable to the matters referenced therein. Covenants shall survive indefinitely. All , unless provided otherwise by their respective terms. (b) Notwithstanding anything to the contrary herein, in no case shall the termination of the covenants or of Sellers or Buyer contained the representations and warranties as provided in this Agreement shall survive Closing except for clause (a) above affect any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time if written notice of such claim is given in accordance with Section 8.3this Article VIII is delivered to the Stockholders’ Representative (in the case of a claim by Parent Indemnitees) or the Parent and Buyer (in the case of claims by the Company Stockholders), and if such written notice is given within such periodas applicable, all rights to indemnification with respect prior to such claim shall continue in force and effecttermination.

Survival of Representations, Warranties and Covenants. All representations Notwithstanding any investigation conducted before or after the Closing, and notwithstanding any actual or implied knowledge or notice of any facts or circumstances (other than matters disclosed on the Buyer Disclosure Schedule or the Seller Disclosure Schedule) which Buyer, Seller or any Seller Entity may have as a result of such investigation or otherwise, Buyer and Seller will be entitled to rely upon the other Party’s representations, warranties of the Parties and covenants set forth in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing DateAgreement; provided, however, that: (i) the representations Parties hereto acknowledge that reliance and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) materiality shall survive until the later not be an element of (A) 60 days after expiration any claim by any of the applicable statute Indemnified Parties (as defined below) hereto for breach of limitations for the applicable underlying claimany warranty, including any extensions representation, agreement or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the covenant under this Agreement. The representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation Article IV shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first second anniversary of the Closing Date, provided that the indemnification in Section 8.1(cexcept (i) Sections 4.17 (Taxes) and Section 8.1(d4.19 (Intellectual Property) which shall survive without time limit until thirty (30) days after the expiration of any applicable statute of limitations, and (ii) Sections 4.3 (Capitalization), 4.4 (Authority Relative to the extent any representation or warranty survives for a longer period of timeTransaction Documents), the indemnification for such representation 4.16 (Title to Property) and warranty 4.28 (Assets) which shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Periodindefinitely; provided, however, that any claim that is properly asserted in writing pursuant to Section 10.2 hereof prior to the representation or warranty on which expiration of the applicable survival period as provided in this Section 10.1 shall survive until such claim is based continues to finally resolved and satisfied. The representations and warranties in Article V shall survive under this Section 8.4 at the Closing until the second anniversary of the Closing Date. The covenants and agreements of the Parties shall survive until the expiration of the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectperiod for their performance as provided herein.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Seller contained in this Agreement Article 3 or in any other Applicable Transaction Document delivered by Seller pursuant hereto shall survive each Applicable Closing until two years after the Applicable Closing Date with respect to Closing 8 except for those in Section 3.2(c) which shall survive until 60 days after the expiration of all applicable statutes of limitation and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; providedthose in Section 3.1(a), howeverSection 3.1(b), that: Section 3.1(e) and Section 3.2(a) (i) the representations and warranties provided of Seller contained in such Sections, the “Fundamental Seller Representations”) which shall survive indefinitely. The representations and warranties of Buyer contained in Article 4 or in any other Applicable Transaction Document delivered by Buyer pursuant hereto shall survive each Applicable Closing until two years after the Applicable Closing Date with respect to Closing 8 other than those in Section 3.22 (Tax Matters4.1(a), Section 4.1(b) and Section 3.23 4.1(e) (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties of Buyer contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreementsuch Sections, fraud and intentional misrepresentation the “Fundamental Buyer Representations”), which shall survive indefinitely. All The covenants of Sellers or Buyer contained in this Agreement or the other Applicable Transaction Documents to be performed after the Applicable Closing shall survive the Applicable Closing except indefinitely. The right to make claims for (a) indemnification or reimbursement based upon any covenant which by its terms terminates as of a specific date, to be performed or is only made for a specified period, and (b) completed after the covenants set forth in Section 8.1, which shall only Applicable Closing Date will survive the Applicable Closing until five years after the close of business on the first anniversary of the Applicable Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification Date with respect to Closing 8 or until 60 days after the expiration of the term of such claim shall continue in force and effectcovenant, whichever is later.

Survival of Representations, Warranties and Covenants. All Subject to the limitations and other provisions of this Agreement, including the provisions of this Article XI, the representations and warranties of the Parties in this Agreement contained herein shall survive the Closing and shall remain in full force and effect, regardless of any investigation made by or on behalf of any Party the Company, the Company Stockholders or Parent, as follows: (a) the representations and warranties contained in subsections (a), (c) and (d)(i) of Section 4.1 (Incorporation; Authorization; etc.), Section 4.2 (Capitalization; etc.), Section 4.14 (Brokers, Finders, etc.), subsections (a), (b) and (c)(i) of Section 5.1 (Incorporation; Authorization; etc.) and Section 5.5 (Brokers, Finders, etc.) shall survive until the close third anniversary of business on the Closing Date (clause (a), collectively, being the “Fundamental Representations”); (b) the representations and warranties contained in Section 4.9 (Taxes) and the representations and warranties contained in Section 4.12 (Intellectual Property; Privacy and Security) shall survive until the second anniversary of the Closing Date; and (c) all other representations and warranties contained in this Agreement shall survive until the first anniversary of the Closing Date (the “Escrow Period”); provided, however, that representations or warranties for which claims for indemnification are timely asserted shall continue to survive solely as to the specific claim, notwithstanding any survival period set forth herein, until final resolution of such claims. Notwithstanding anything to the contrary in this Agreement, all covenants and agreements of the Parties that by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms, except that the right to indemnification for breaches of covenants and agreements that do not survive indefinitely shall survive until the expiration of the relevant covenant or agreement. All other covenants and agreements of the Parties shall not survive this Closing and shall thereupon terminate, except that claims for indemnification in respect of any breach thereof shall survive until the first anniversary of the Closing Date; provided, however, that: (i) . Notwithstanding anything to the representations and warranties provided contrary in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation in no event shall survive indefinitely. All covenants any of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants temporal limitations set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at 11.1 apply in the time notice case of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectFraud.

Survival of Representations, Warranties and Covenants. All representations and warranties Regardless of the Parties in this Agreement shall survive Closing and any investigation at any time made by or on behalf of any Party party hereto or of any information any party may have in respect thereof, each of the representations and warranties made in this Agreement or any other Transaction Document shall survive the First Closing as provided below. The representations and warranties set forth in this Agreement (other than representations and warranties contained in Section 2.1(b) (relating to capital structure of the REIT and its Subsidiaries), Section 2.1(c) (relating to authority of the REIT and its Subsidiaries), Section 2.1(k) (relating to taxes) and Section 2.1(o) (relating to environmental matters), which representations and warranties shall survive until the close expiration of business the applicable statute of limitations) or any other Transaction Document shall terminate on the first anniversary of the First Closing Date; provided, however, that: (i) . Following the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later date of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as termination of a specific daterepresentation or warranty, no claim can be brought with respect to a breach of such representation or is only made warranty, but no such 47 56 termination shall affect any claim for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at that was asserted in writing pursuant to Section 8.3 or Section 8.4 hereof before the date of termination. To the extent that such are performable after the First Closing or any time during Subsequent Closing, as applicable, each of the Survival Periodcovenants and agreements contained in each of the Transaction Documents shall survive such Closing indefinitely; provided, that however, effective as of the representation First Closing or warranty on which such claim is based continues any Subsequent Closing, the REIT shall be deemed to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, have waived any and if such written notice is given within such period, all rights and remedies as to indemnification with respect any breach by Buyer of any covenant and agreement of Buyer contained in each Transaction Document occurring prior to such claim shall continue in force and effectClosing other than the obligation to acquire all Subsequent Closing Shares.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties in this Agreement contained herein shall survive the Closing and any investigation made by or on behalf of any Party until the close of business shall thereupon terminate on the first one year anniversary of the Closing Date; provided, however, that: that (ia) Seller Fundamental Representations and the Buyer Fundamental Representations shall survive the Closing for a period of five (5) years; (b) the representations and warranties provided set forth in Section 3.22 3.10 (Tax Matters) and Section 3.23 (Tax PartnershipTaxes) shall survive and remain in full force and effect until ninety (90) days following the later of (A) 60 days after expiration of the applicable relevant statute of limitations for the applicable underlying claim, (including any all extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Datethereof); and (iic) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d3.13 (Environmental Matters) shall survive without time limit and to the extent any representation or warranty survives Closing for a longer period of time, four (4) years. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the indemnification for such representation and warranty Closing shall survive for the Closing and remain in full force and effect in accordance with their terms (or indefinitely if no term is set forth in any such period of time (the “Survival Period”covenant or agreement). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that for the representation or warranty on which such claim is based continues avoidance of doubt, (x) the obligations of Buyer to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3assume, and if such written notice is given within such periodto indemnify Seller Indemnified Parties for, all rights the Assumed Liabilities and (y) the obligations of Seller to indemnification with respect to such claim retain, and indemnify Buyer Indemnified Parties for, the Retained Liabilities shall continue in force each case survive the Closing indefinitely. All other covenants and effect.agreements contained herein shall not survive the Closing and shall thereupon terminate. Section 9.4

Survival of Representations, Warranties and Covenants. All representations and warranties of made by Seller or the Parties Buyer as to any fact or condition existing on or before the Closing Date in this Agreement Agreement, in any Exhibit, Schedule, certificate or other document delivered pursuant hereto, shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; providedfor a period of eighteen (18) months, however, that: except (i) the representations and warranties provided contained in Sections 3.1(a), 3.2, 3.5 and 3.17, which shall not expire, and (ii) all representations and warranties contained in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) 3.8 shall survive until the later of (Ax) 60 days after the expiration of the applicable statute limitation period within which any assessment, reassessment or other determination of limitations an amount owing can be made or (y) six (6) months after such time as a final determination of such assessment, reassessment or other determination of an amount owing has been made and all appeal rights have been exhausted or no appeal has been made within the time prescribed for any such appeal. In addition, the applicable underlying claimright of the Buyer Indemnified Parties to be indemnified for any Losses incurred with respect to Environmental Liabilities of the Seller shall expire after the end of the seven (7) year period immediately following the Closing Date. Notwithstanding the foregoing, including any extensions or waivers claim for indemnification for breach of representations and warranties properly made pursuant to Article XII prior to the expiration of the survival period of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectfinally resolved.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties made by either party in or pursuant to this Agreement or in any document delivered pursuant hereto shall survive Closing and any investigation made by or on behalf of any Party until for two (2) years after the close of business on the first anniversary of the Closing DateClosing; provided, however, that: that (i) in the event of fraud by any party, the fraudulent representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) of that party shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Datefor an indefinite period; and (ii) the representations and warranties in Section 3.1 Sections 4.2, 4.3, 4.5, 4.10 and 4.17 shall survive until the expiration of the applicable statute of limitations if longer than two (Organization 2) years, or if there is no applicable statute of limitations, such representations and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation warranties shall survive indefinitely. All covenants ; and (iii) the representations and warranties in Section 4.15 applicable to the Oracle Dispute and the obligation of Sellers or Buyer contained in this Agreement the Indemnifying Stockholders pursuant to Section 9.1(a)(viii) shall survive Closing except for until such time as an Oracle Dispute Settlement has been reached and any obligation of the Indemnifying Stockholders to make payment to the Buyer Parties pursuant to Section 9.1(a) with respect thereto has been satisfied. Notwithstanding the foregoing, if a Claim Notice is sent pursuant to Section 9.2(a) or (a) any covenant b), the representation or warranty with respect to which by its terms terminates as of a specific date, or such Claim Notice is only made for a specified periodsent, and (b) the covenants related indemnification obligations set forth in Section 8.19 with respect to the Claim Notice, which shall only survive until the close of business on the first anniversary resolution of the Closing DateClaim to which such Claim Notice relates and any obligation of the Indemnifying Party to make payment to the Indemnified Party with respect thereto has been satisfied, or such longer period as provided that the indemnification in Section 8.1(csubsections (i) and Section 8.1(d(ii) hereof. All covenants, which by their own terms are intended to survive the Closing, made by either party pursuant to this Agreement or in any document delivered pursuant hereto shall survive without time limit and the Closing pursuant to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir terms.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties contained in this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of one (1) year after the Closing Date; provided, however, that: : (i) the representations representation and warranties provided contained in Section 3.22 Sections 3.1(a), (Tax Mattersb), (c) and Section 3.23 (Tax Partnershipd), 3.2(a),(b), and (c), 4.1, 4.2, 4.3, 4.5, 4.6, 4.10 and 4.13(b) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and without limitation; (ii) the representations and warranties contained in Sections 4.11 and 4.22 shall survive the Closing until the expiration date of the applicable statute of limitations period; (iii) the representations and warranties contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation 4.24 shall survive indefinitely. All covenants until the expiration of Sellers or Buyer three (3) years after the Closing Date; and (iv) the representations and warranties contained in this Section 4.26 shall survive until the expiration of four (4) years after the Closing Date. (b) The covenants and agreements of the parties contained in or made in accordance with the Agreement shall survive Closing except for in accordance with the terms of such covenant or agreement and shall remain operative and in full force and effect until the expiration date of the statute of limitations period applicable to contractual obligations. (ac) This Article VIII shall survive the Closing and shall remain in effect indefinitely. Any claim by a party based upon breach of any representation or warranty in this Agreement made in accordance with Article VIII must be submitted to the breaching party prior to or at the expiration of the applicable survival period specified in Section 8.1(a) or such claim may not be pursued and is irrevocably waived. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations and warranties set forth herein. The waiver of any condition based on the accuracy of any representation or warranty or on the performance of or compliance with any covenant which by its terms terminates as or obligation, will not affect the right of indemnification, or any other remedy based on such representations, warranties, covenants or obligations. Notwithstanding anything herein to the contrary, any representation, warranty, covenant and agreement that is the subject of a specific date, or is only made for a specified period, and (b) claim asserted in writing prior to the covenants expiration of the applicable survival period set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d8.1(a) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue or any dispute with respect thereto until the final resolution thereof. No written assertion described in force and effectthe preceding sentence will extend the survival of any claim unless the assertion describes the matters with sufficient particularity to reasonably apprise the receiving party of the specific subject matter of such claim.

Survival of Representations, Warranties and Covenants. (a) All representations, warranties, covenants and agreements set forth in this Agreement will survive the Closing Date and the consummation of the transactions contemplated hereby for the periods set forth in this Section 10.1. (b) With respect to any claim or claims for breaches of representations and warranties contained in Article III or Article IV hereof, no indemnifying party will be liable with respect to any breach of such representations and warranties contained in Article III or Article IV unless a Claim Notice with respect to such breach is given by the party seeking indemnification to the Securities Holders Representative or Parent, as applicable, prior to 5:00 P.M., Mountain time, on the expiration date of the applicable representation and warranty, it being understood that so long as such Claim Notice is given on or prior to such applicable expiration date, the specific claim asserted in such Claim Notice shall survive until such matter is resolved. All covenants and agreements to be performed prior to, or at, the Effective Time shall terminate at the Effective Time. All covenants and agreements to be performed after the Effective Time survive indefinitely unless otherwise specified in their terms. (c) All representations and warranties set forth in Articles III and IV of the Parties in this Agreement shall survive Closing terminate and expire and shall cease to have any investigation made by further force or on behalf of any Party until the close of business effect at 5:00 P.M., Mountain time, on the first eighteen (18) month anniversary of the Closing Date; provided, however, that: that (i) each of the Company Fundamental Representations and Parent Fundamental Representations shall survive indefinitely and shall not terminate or expire, and (ii) the representations and warranties provided set forth in Section 3.22 3.7 (Tax Matters) and Section 3.23 (Tax PartnershipTaxes) shall survive until expire on the later of date that is thirty (A30) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectlimitations.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Shareholders contained in this Agreement, the Exhibits to this Agreement and the Disclosure Schedule and any certificate, statement or report or other document delivered pursuant to this Agreement (collectively, the "Acquisition Documents"), shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first second anniversary of the Closing DateEffective Time; provided, however, that: (i) the that all representations and warranties provided made by Shareholders in Section 3.22 (Tax Matters) 3.03, 3.09(a), 3.16, 3.24 and Section 3.23 (Tax Partnership) Article VII shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for or any extension thereof (or as otherwise stated in Article VII). All covenants of the Shareholders shall survive indefinitely after the Closing Date except as specifically set forth herein. Neither the period of survival nor the liability of the Shareholders or the Parent with respect to the Shareholders' or the Parent's representations and warranties shall be reduced by any investigation made at any time by or on behalf of the Parent or the Shareholders, as the case may be. If written notice of a claim has been properly given in the manner required by Section 9.02(d) prior to the expiration of the applicable underlying claimrepresentations and warranties, including then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. No representation, warranty or covenant of the Company contained in the Acquisition Documents shall survive the Closing. (b) The representations and warranties of the Parent contained in this Agreement, the Exhibits to this Agreement and the Disclosure Schedule and any extensions certificate, statement or waivers report or other document delivered pursuant to this Agreement (collectively, the "Acquisition Documents"), shall survive the Closing until the second anniversary of the Effective Time; provided, however, that all representations and warranties made by Parent in Article VII shall survive until the expiration of the applicable statute of limitations and or any extension thereof (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties or as otherwise stated in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelyArticle VII). All covenants of Sellers or Buyer contained in this Agreement the Parent shall survive indefinitely after the Closing Date except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants specifically set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”)herein. A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.If written

Survival of Representations, Warranties and Covenants. (a) All of the representations and warranties contained in Articles III, IV and V of the Parties in this Agreement shall survive the Closing and any investigation made by or on behalf continue in full force and effect for a period of any Party until the close of business on the first anniversary of the Closing Date18 months thereafter; provided, however, provided that: : (i) the representations and warranties provided of Holding Company contained in Section 3.22 Sections 3.1 (Tax Matters) Organization), 3.2 (Authorization of Transaction), and Section 3.23 3.4 (Tax PartnershipOwnership of Company Shares), (collectively, the “Fundamental Representations”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Dateand continue in full force and effect for a period of five years after Closing; and and (ii) the representations and warranties of Buyer contained in Section 3.1 Sections 4.1 (Organization and QualificationOrganization), 4.2 (Authorization of Transaction), 4.5 (Investment), 4.7 (Investigation by Buyer) and Section 3.2 4.8 (Authority; Binding Effect“No Reliance) (collectively, the “Buyer’s Fundamental Representations”) shall survive the Closing and continue in full force and effect for a period of five years after Closing. Except as otherwise specifically provided in this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All all covenants of Sellers or Buyer contained in this Agreement to be performed before or at the Closing shall not survive the Closing and all covenants contained in this Agreement to be performed after the Closing shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and in accordance with their respective terms. (b) The Parties acknowledge and agree that no claim may be brought in respect of a breach of any representation, warranty or covenant contained in this Agreement after the covenants expiration of the survival period applicable to such representation, warranty or covenant, as set forth in Section 8.18.1(a). (c) Notwithstanding anything in this Agreement to the contrary, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification any claims asserted in Section 8.1(c) and Section 8.1(d) shall survive without time limit and good faith with reasonable specificity (to the extent any known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty survives for a longer period of time, the or indemnification for clause and such representation and warranty claims shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectuntil finally resolved.

Survival of Representations, Warranties and Covenants. All The right to assert a Claim with respect to any breach of the representations and warranties of the Parties in this Agreement shall survive Closing and Parties, or any investigation made by or on behalf of any Party until the close of business on the first anniversary breach of the Closing Date; provided, however, that: (i) the representations covenants and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration agreements of the applicable statute of limitations Parties to the extent they, by their terms, contemplate or provide for performance prior to the applicable underlying claimEffective Time, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer each case contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith, shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified perioduntil, and shall terminate and expire upon, the eighteen (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first 18)- month anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and or with respect to the extent any representation or warranty survives for a longer period of timeThird-Party Claim, the indemnification for such representation and warranty shall survive for such period twenty four (24)-month anniversary of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty Closing Date, after which no Claim may be brought at made or suit instituted seeking indemnification pursuant to this Section 9 for any time during the Survival Periodbreach or inaccuracy of any such representation, warranty, covenant or agreement; provided, however, that the representation or warranty on which Fundamental Representations shall survive until one hundred and twenty (120)-days after the expiration of the statute of limitations applicable to the Claim relating to such claim is based continues to survive Fundamental Representations. Any indemnification Claim that has been made under this Section 8.4 at 9 prior to the time notice end of the applicable survival period shall survive until such claim Claim is given resolved. Each of the covenants and agreements contained in this Agreement that, by their terms, are to be performed after the Closing will survive the Closing in accordance with Section 8.3their respective terms. Notwithstanding anything contained in this Agreement to the contrary, and Fraud-Type Claims may be initiated without limitation. It is the express intent of the Parties that, if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.the applicable survival period as contemplated by this Section

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided Seller contained in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership5.2(t) shall survive until the later of (A) 60 days after expiration Closing and remain in full force and effect for the period of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers limitations. The representations and warranties of Stockholders contained in Section 5.1 of the applicable statute Agreement and of limitations Seller contained in Section 5.2 of the Agreement, other than Section 5.2(t) for which a survival period is provided above, will survive the Closing and (B) if no applicable statute of limitations exists, then five (5) remain in full force and effect until two years from the Closing Date; and (ii) , except for the representations and warranties contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect5.2(s) of this the Agreement, fraud and intentional misrepresentation which shall survive indefinitely. All covenants of Sellers or Buyer contained the Closing and remain in this Agreement shall survive full force and effect until three years from the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and Date. (b) The representations and warranties of Buyer under Section 5.3 of the covenants set forth Agreement will survive the Closing and remain in Section 8.1, which shall only survive full force and effect until the close of business on the first anniversary of two years from the Closing Date, provided that the indemnification in Section 8.1(c. (c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written Any claim for indemnification under this Article VIII for with respect to any breach of a representation or warranty may be brought at any time during which is not asserted pursuant to the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice giving of such claim is given in accordance with Section 8.3, and if such written notice is given a Notice of Claim for Indemnity (as hereafter defined) within such period, all rights to specified periods of survival may not be pursued and is hereby irrevocably waived. Any claim for indemnification with respect to any breach of a representation or warranty asserted within such claim shall continue specified periods of survival pursuant to the giving of a Notice of Claim for Indemnity will be timely made for purposes hereof. (d) Unless a specified period is set forth in force this Agreement (in which event such specified period will control), the covenants and effectagreements contained in this Agreement will survive the Closings and remain in effect indefinitely.

Survival of Representations, Warranties and Covenants. All representations (a) Except as set forth in Section 14.1(b) of this Agreement, the representations, warranties, covenants and warranties agreements of the Parties each party hereto shall remain operative and in this Agreement shall survive Closing full force and effect regardless of any investigation made by or on behalf of any Party until other party hereto, any Person controlling any such party or any of their officers, directors, representatives or agents whether prior to or after the close execution of business this Agreement. (b) The representations and warranties of Seller in Sections 7.1, 7.10 and 7.21 shall survive the Closing indefinitely, subject only to the applicable statute of limitations. The representations and warranties of Seller contained in Articles V, VI and VII (excluding the representations and warranties contained in Sections 7.1, 7.10 and 7.21) and those of Buyer contained in Articles VIII and IX shall survive the Closing and any investigation by the parties with respect thereto but shall terminate and be of no further force or effect on the first [*********] anniversary of the Closing Date; providedDate or, howeverin the case of Section 7.8, that: on the [*********] anniversary of the last date on which the representation and warranty is restated under Section 12.7. Notwithstanding the foregoing, any such representation or warranty as to which a bona fide claim relating thereto is asserted in writing (iwhich states with reasonable specificity the basis therefor) in accordance with Section 14.3 during or within fifteen (15) days following such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending resolution of the representations claim. The covenants and warranties provided agreements in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) this Article XIV shall survive until the later of (A) 60 days after expiration Closing and shall remain in full force and effect for such period as is necessary to resolve any bona fide claim made with respect to any representation or warranty contained in this Agreement during the survival period thereof. The remaining covenants and agreements of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer parties hereto contained in this Agreement shall survive the Closing except for (a) without any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business contractual limitation on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectsurvival.

Survival of Representations, Warranties and Covenants. All Unless otherwise set forth herein, all representations and warranties, covenants and agreements contained in or made pursuant to this Agreement or in any certificate furnished pursuant hereto shall survive (and not be affected in any respect by) the Closing and any investigation conducted by Buyer or Seller and any information which Buyer may receive, and shall remain in full force and effect as follows: (a) except as otherwise specified below, representations and warranties of the Parties in this Agreement Buyer and Seller shall survive Closing and any investigation made by or on behalf for a period of any Party until the close of business on the first anniversary of eighteen (18) months after the Closing Date; provided, however, that: (ib) Seller's obligation to settle and pay all amounts owing in connection with Section 2.5(c) for CAD and NEER xxxigations which arose prior to the Closing Date shall remain the sole responsibility of Seller after the Closing Date until the applicable statute of limitations expires; (c) Seller's representations and warranties provided set forth in Sections 5.7 and 5.10 and the indemnity for Taxes under Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership10.1(c) shall survive until the later of one hundred twenty (A120) 60 days after the expiration of the applicable statute of limitations (including extensions thereof); (d) Seller's representations and warranties set forth in Section 5.11 shall survive for the applicable underlying claim, including any extensions or waivers a period of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from after the Closing Date; and (iie) the Seller's representations and warranties set forth in Section 3.1 Sections 5.1, 5.2, 5.13 and 5.23 shall continue in full force and effect in perpetuity; (Organization f) Buyer's representations and Qualification) warranties set forth in Sections 4.1, 4.2 and Section 3.2 4.6 shall continue in full force and effect in perpetuity; (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (bg) the covenants and agreements of the parties hereto shall continue in full force and effect in accordance with their terms, (h) Seller's representations and warranties set forth in Section 8.1, which Sections 5.16(a)(vi) and 5.16(b)(vi) shall only survive until the close of business on the first anniversary of expire 30 days after the Closing Date, provided that the indemnification in Section 8.1(cand (i) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for or covenant that is the subject of a longer claim or dispute which is asserted in writing prior to the expiration of the applicable period of time, the indemnification for such representation and warranty set forth above shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effector dispute until the final resolution thereof.

Survival of Representations, Warranties and Covenants. Notwithstanding any right of PRI to investigate the business and condition of Kali, PRI shall be entitled to rely upon the representations, xarranties, covenants and agreements of Kali and the Kali Shareholders. All representations and warranties of the Parties contained in this Agreement (including the Schedules hereto) and in all certificates (including the Estimated Closing Certificate) required hereby to be delivered shall be deemed to be representations and warranties hereunder and shall survive the Closing and any investigation made by or on behalf of any Party until (or, if no Closing, the close of business on the first anniversary of Effective Date) for a period ending nineteen (19) months from the Closing Date; provided, however, that: (i) except that the representations and warranties provided contained in Section 3.22 (i) Sections 3.13 (Tax Matters) and Section 3.23 4.7 (Tax PartnershipEligible S Corporation Shareholder) hereof shall survive until the later of thirty (A30) 60 days after expiration of the applicable statute of limitations for the applicable underlying claimlimitations, including any extensions or waivers of the applicable statute of limitations and (Bii) if no applicable statute of limitations exists, then five Section 3.14 (5Environmental Matters) years hereof shall survive until thirty (30) months from the Closing Date; Date and (iiiii) Sections 3.3 (Capitalization; Options; Shareholder Rights), 4.1 (Authority to Execute and Perform Agreements; Enforceability) and 4.2 (Title to Kali Shares) hereof shall survive the Closing indefinitely. As of the respective expiration dates applicable thereto set forth above, such representations and warranties shall expire and be of no further force and effect, except that any representation or warranty that is the subject of a claim or dispute that was properly asserted in writing in accordance with this Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation 11 prior to the applicable expiration date provided above shall survive indefinitelywith respect to such claim or dispute until the final resolution thereof. All The covenants of Sellers or Buyer contained and agreements made by the Parties in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, without limitation, unless otherwise provided in such covenant or agreement; PROVIDED, HOWEVER, that the indemnification covenants and agreements contained in Section 8.1(c) and Section 8.1(d) 6.1 hereof shall survive the Closing for a period ending nineteen (19) months from the Closing Date and the covenants and agreements set forth in Sections 6.2, 6.8, 6.14, 6.15, 6.17 and 6.18 hereof shall terminate on the Closing Date. Any limitation or qualification set forth in any one representation and warranty contained in Sections 3, 4 and 5 hereof shall not limit or qualify any other representation and warranty contained in such Sections. Each representation and warranty included in Sections 3, 4 and 5 is independent and shall be interpreted without time limit and regard to the extent any other representation or warranty survives for a longer period of timecontained in Sections 3, the indemnification for such representation 4 and warranty shall survive for such period of time 5 (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a including any more inclusive representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectwarranty).

Survival of Representations, Warranties and Covenants. All Section 11.1.1 The representations and warranties of the Parties in this Agreement contained herein shall survive the Closing and any investigation made by or on behalf of any Party until the close date that the Second Earn-Out Statement is required to be delivered pursuant to the terms of business on the first anniversary of the Closing DateSection 2.5.2(a); provided, however, that: that the representations and warranties of the Parties referenced below (ithe “Extended Duration Representations”), shall survive as follows: (a) the representations and warranties provided set forth in Section 3.22 4.1 (Tax MattersOrganization and Standing), Section 4.2 (Power and Authority of Seller), Section 4.4 (Ownership of Units), Section 5.1 (Organization and Standing), Section 5.2 (Capitalization), Section 5.3 (Authority; No Violation), Section 5.26 (Vote Required), Section 5.27 (No Broker), Section 6.1 (Organization and Standing), Section 6.2 (Authority; No Violation) and Section 3.23 6.4 (Tax PartnershipNo Broker) shall survive indefinitely; (b) the representations and warranties set forth in Section 5.10 (Tax) and Section 5.13 (Environmental) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and limitations; (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (iic) the representations and warranties set forth in Section 3.1 5.16 (Organization Proprietary Rights) shall survive until the third anniversary of the Closing; (d) the representations and Qualificationwarranties set forth in Section 5.12 (Health Care Matters) shall survive until the fourth anniversary of the Closing; and (e) in the case of fraud or intentional misrepresentation by any Party, the representations and warranties of such Party (but only to the extent implicated in such fraud claim or intentional misrepresentation claim) shall survive indefinitely. Section 3.2 11.1.2 The covenants and agreements of the Sellers and the Buyer contained herein shall survive in accordance with their terms. Section 11.1.3 Any claims under this Agreement with respect to any breach or inaccuracy of any representation and warranty, or any breach or non-performance of any covenant or agreement must be asserted by written notice within the applicable survival period contemplated by this Section 11.1, and if such a notice is given, the survival period for any representation, warranty, covenant or agreement referenced in such notice, and any indemnification obligation with respect thereto, shall continue until the claim is fully resolved and such indemnification obligation, if any, is fully paid and performed. The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected or limited by any investigation conducted with respect to, or any knowledge acquired by (Authority; Binding Effector capable of being acquired) at any time by (i) the Sellers, with respect to the representations, warranties, covenants and agreements of the Buyer, or (ii) the Buyer, with respect to the representations, warranties, covenants and agreements of the Sellers or, with respect to any periods through the Closing, the Company, whether before or after the execution and delivery of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force any actual or alleged breach or inaccuracy of any representation and effectwarranty, or any actual or alleged breach or non-performance of any covenant or agreement.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties made by Seller in this Agreement to Buyer (other than the Fundamental Representations) shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of remain in full force and effect for fifteen (15) months following the Closing Date; provided, however, that: (i) . The Fundamental Representations and the representations and warranties provided made by Buyer in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) this Agreement to Seller shall survive the Closing until the later of (A) 60 days after expiration of the applicable statute of limitations plus thirty (30) days. (b) Subject to Section 13.5(c), the covenants and agreements made by Seller or Buyer in this Agreement (i) that are required to be performed on or before the Closing Date shall terminate sixty (60) days after the Closing, (ii) that are required to be performed within a specified period of time after the Closing Date shall survive for a period ending sixty (60) days after the time period during which such covenant or agreement is to be performed and (iii) that are required to be performed within an unspecified period of time after the Closing Date shall survive without limitation, subject however to applicable underlying claim, including any extensions or waivers statutes of limitation. (c) The indemnifications set forth in (i) Section 13.3 and Section 13.4 shall terminate as of the applicable statute termination date of limitations each respective representation and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; warranty that is subject to indemnification thereunder and (ii) the representations and warranties in Section 3.1 13.4(iv) shall terminate fifteen (Organization and Qualification15) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of months after the Closing Date, provided that the indemnification except, in Section 8.1(c) and Section 8.1(d) shall survive without time limit and each case, as to the extent any representation or warranty survives matters for which a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A specific written claim for indemnity has been delivered to the Indemnifying Party on or before the termination date in which case such indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during obligation shall survive until the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice final resolution of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectclaim.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties in this Agreement shall survive Closing representations, warranties and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer Seller and the Stockholders contained in this Agreement shall survive the Closing (even if MTLM or Buyer had Knowledge of any misrepresentation or breach of any warranty or covenant at the time of Closing) and continue in full force and effect for a period of 18 months thereafter, except for (a) the representations and warranties set forth in Sections 3.11, 3.24, and 33 39 3.26 (including, but not limited to, the representations and warranties incorporated therein by reference to that certain letter from Seller and the Stockholders to MTLM and Buyer dated June 16, 1998), which shall survive the Closing (even if Buyer had Knowledge of any covenant which by its terms terminates as misrepresentation or breach of a specific date, warranty at the time of Closing) and continue in full force and effect until the applicable statute of limitations expires (or is only made for a specified periodperiod of 25 years if there is no applicable statute of limitations), and (b) the representations and warranties set forth in Sections 3.1 through 3.6 shall continue in full force and effect forever (even if the Party suffering Adverse Consequences had Knowledge of any misrepresentation or breach of warranty at the time of the Closing), and (c) any pre- or post-Closing covenants set forth in Section 8.1, which this Agreement shall only survive continue in full force and effect until the close of business on the first anniversary satisfied. All of the Closing Daterepresentations, provided that the indemnification warranties and covenants of MTLM and Buyer contained in Section 8.1(c) and Section 8.1(d) Article 4 shall survive without time limit and to the extent Closing (even if Seller or any representation Stockholder had Knowledge of any misrepresentation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation any warranty or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 covenant at the time notice of such claim is given in accordance with Section 8.3, Closing) and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in full force and effecteffect for a period of 18 months thereafter.

Survival of Representations, Warranties and Covenants. All representations representations, warranties and warranties of the Parties covenants contained in this Agreement or any Ancillary Agreement shall survive the Closing and any investigation made by or on behalf remain in full force and effect as follows: (a) for a period of any Party until the close of business on the first anniversary of 15 months following the Closing Date; provided, howeverwith respect to all representations and warranties, that: other than with respect to (i) the representations Seller Fundamental Representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) Purchaser Fundamental Representations which shall survive until the later Closing and remain in full force and effect for a period of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from 24 months following the Closing Date; , and (ii) the representations and warranties of Seller set forth in Section 3.1 3.14 (Organization and QualificationTaxes) and the covenant to indemnify for any Excluded Tax that is a Retained Liability pursuant to Section 3.2 (Authority; Binding Effect) of this Agreement8.02(c), fraud and intentional misrepresentation which shall survive indefinitely. All covenants for a period of Sellers sixty (60) days following the expiration of the applicable statute of limitations (including any extensions thereof), or Buyer (b) with respect to each other covenant or agreement contained in this Agreement or any Ancillary Agreement, for a period following the Closing in accordance with its terms (the respective expiration dates for the survival of the representations and warranties and covenants and agreements shall survive Closing be referred to herein as the “Expiration Date”), except for that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) will continue to survive if a Claim Notice shall have been timely given to the covenants set forth in Section 8.1Indemnifying Party by the Indemnified Party on or prior to such applicable Expiration Date, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written related claim for indemnification under has been satisfied or otherwise resolved as provided in this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectVIII.

Survival of Representations, Warranties and Covenants. All The parties to this Agreement hereby agree that the exclusive remedy for any breach of a representation or warranty, covenant, or agreement shall be the indemnification provisions set out in this Article XII. The representations, warranties and covenants of the parties contained in this Agreement or any schedule, annex or certificate delivered pursuant hereto shall survive the Closing and continue in full force and effect (a) in the case of the representations and warranties of the Parties Sellers, TKOG and the Buyers contained in this Sections , , , , , 5.2, and 5.9 and in the Voting, Exchange and Support Trust Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time, (b) in the case of the representation and warranty of the Sellers contained in the last sentence of Section 4.5(b), until the earlier of (i) twelve calendar days after the date of filing of TKOG's Annual Report on Form 10-K for the applicable underlying claimyear ended December 31, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; 1998 and (ii) April 12, 1999, (c) in the representations case of the representation and warranties warranty of the Sellers contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that (d) in the indemnification case of the representations and warranties of the Sellers contained in Section 8.1(cSections 4.1 and 4.2, forever thereafter; and (e) the covenants in Sections 7.8, 7.9 and Section 8.1(d) 7.10 shall survive without time limit until the second January 1 after the last date on which any Seller or its permitted assignee holds any Exchangeable Shares. All other representations, warranties and covenants of the parties contained in this Agreement, any Schedule or any certificate delivered pursuant hereto shall survive until the second anniversary of the Closing Date. Each party hereto shall be entitled to the extent rely on any such representation or warranty survives for a longer period regardless of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation any inquiry or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty investigation made by on which such claim is based continues to survive under this Section 8.4 at the time notice behalf of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectparty.

Survival of Representations, Warranties and Covenants. All representations representations, warranties, covenants and warranties agreements of the Cytec Parties or the Sterling Parties in this Agreement the Operative Documents shall survive Closing the execution and delivery of the Operative Documents and the Closing, regardless of any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Dateparty; provided, however, that: : (ia) the representations and warranties provided of the Cytec Parties contained in the Operative Documents, other than those referred to in clauses (b), (c) and (d) below and other than those contained in Section 3.22 4.01(dd) (Tax Matters) and Section 3.23 (Tax Partnership) which shall survive until indefinitely), shall terminate and have no further force or effect after the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from one-year period commencing on the Closing Date; and , unless notice of a claim relating thereto shall be delivered by a Purchaser Indemnified Person to Parent prior to the expiration of such one-year period, in which case such representation or warranty shall survive following such period solely with respect to such claim until such claim is resolved; (iib) the representations and warranties of the Cytec Parties contained in Section 3.1 4.01(p) which relate to (Organization A) matters in respect of the exposure of the Cytec Santa Xxxx Employees to acrylonitrile or asbestos, or (B) Releases or alleged Releases of Hazardous Substances into Escambia Bay shall terminate and Qualificationhave no further force and effect as of the Closing; (c) the representations and warranties of the Cytec Parties contained in Section 4.01(j) and Section 3.2 (Authority; Binding Effect4.01(k) shall terminate and have no further force and effect after the expiration of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business three-year period commencing on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) unless notice of a claim relating thereto shall survive without time limit and be delivered by a Purchaser Indemnified Person to Parent prior to the extent any expiration of such three-year period, in which case such representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for following 101 such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification solely with respect to such claim until such claim is resolved; (d) the representations and warranties of the Cytec Parties contained in Sections 4.01(s)(ii), 4.01(t), 4.01(u), 4.01(v), 4.01(w)(ii), and 4.01(cc) shall continue terminate and have no further force or effect upon the expiration of the statute of limitations period applicable thereto, unless notice of a claim relating thereto shall be delivered by a Purchaser Indemnified Person to Parent prior to the expiration of the applicable period, in which case such representations or warranties shall survive following such period solely with respect to such claim until such claim is resolved; and (e) the representations and warranties of the Sterling Parties contained in the Operative Documents, other than those contained in Sections 4.02(d) (which shall survive indefinitely), shall terminate and have no further force and effector effect after the expiration of the one-year period commencing on the Closing Date, unless notice of a claim relating thereto shall be delivered by a Seller Indemnified Person to Purchaser prior to the expiration of such one-year period, in which case such representation or warranty shall survive following such period solely with respect to such claim until such claim is resolved.

Survival of Representations, Warranties and Covenants. All of the representations and warranties of any of the Nxxxxxxxxx Parties contained in this Agreement Article V in each of the Acquisition Agreements and in any certificate delivered at any Closing by any of them or by Sellers Representative on their individual or collective behalf, shall survive such Closing and any investigation made by (except for misrepresentations or on behalf breaches of any Party until the close warranty which are disclosed pursuant to Section 6.6 of business on the first anniversary each of the Closing DateAcquisition Agreements) and continue in full force and effect for a period of two years thereafter; provided, however, that: (ia) the representations and warranties provided of the relevant Nxxxxxxxxx Parties contained in Section 3.22 Sections 5.13 and 5.24 in each of the Acquisition Agreements shall survive the Closing (Tax Matterseven if the Alpha Parties to whom the representations and warranties were made knew or had reason to know of the misrepresentation or breach of warranty at the time of the relevant Closing) and Section 3.23 continue in full force and effect until sixty (Tax Partnership60) shall survive until the later of (A) 60 days after the expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Datelimitations; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary other representations and warranties of the Closing Date, provided that Parties contained in the indemnification Acquisition Agreements and this Agreement (including the representations and warranties of the Parties contained in Section 8.1(c) Articles III and Section 8.1(dIV of each of such Agreements) shall survive without time limit the respective Closings (even if the damaged Person to whom the representations and warranties were made knew or had reason to know of the extent any representation misrepresentation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given the relevant Closing) and continue in accordance with Section 8.3, full force and if such written notice is given within such periodeffect for a period of ten years thereafter. Except as otherwise provided in the Acquisition Agreements, all rights covenants contained in the Acquisition Agreements to indemnification with respect be performed before the relevant Closing shall not survive the Closing (unless not performed) and all covenants contained in this Agreement and each of the Acquisition Agreements to be performed at or after the relevant Closing (including without limitation the covenants contained in this Article V) shall survive such claim shall continue in force and effectClosing for a period of ten years.

Survival of Representations, Warranties and Covenants. All (a) Except as otherwise provided in this Section 9.01, the representations and warranties of the Parties Sellers contained in this Agreement shall survive the Closing hereunder and any investigation made by or on behalf continue in full force and effect for a period of any Party 12 months thereafter. (b) The Fundamental Representations shall survive the Closing hereunder and continue in full force and effect until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations limitations. (c) The representations and warranties contained in Section 3.02 shall survive the Closing hereunder and continue in full force and effect for a period of 90 days thereafter. (d) The representations and warranties contained in Section 3.01 shall terminate immediately following the applicable underlying claimClosing. (e) The covenants of Sellers (including Seller Representative), Manager and Buyer contained herein that are to be performed at or prior to the Closing shall survive Closing for a period of 12 months. (f) The covenants of Sellers (including any extensions or waivers Seller Representative), Manager and Buyer contained herein that are to be performed after the Closing shall survive the Closing and continue in full force and effect until 30 days after the expiration of the time to perform such covenant or, if no such time is expressly stated herein, until the expiration of the applicable statute of limitations limitation. (g) The representations and (B) if no warranties of Buyer contained herein shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations exists, then five limitations. (5h) years from the Closing Date; and (ii) the representations and warranties The indemnities in Section 3.1 (Organization and Qualification9.02(a)(i), Section 9.02(a)(ii), Section 9.03(a) and Section 3.2 9.03(b) shall terminate as of the termination date of each respective representation, warranty or covenant that is subject to indemnification. (Authority; Binding Effecti) of this AgreementSellers’ indemnities set forth in Sections 9.02(a)(iii) through 9.02(a)(ix) shall, fraud and intentional misrepresentation in each case, shall survive the Closing and continue in full force and effect indefinitely. (j) Notwithstanding the foregoing, there shall be no termination of any bona fide Claim asserted pursuant to the indemnities in Section 9.02(a) or Section 9.03 prior to the date of termination for such indemnity. All covenants Without limiting any of the foregoing, Owners hereby expressly disclaim all, and Buyer hereby agrees that no Owner shall have any liability or responsibility for, any representation, warranty, statement or communication made or communicated (orally or in writing, including without limitation, any opinion, information, projection or advice that may have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Target, the Manager, Seller Representative, the other Sellers or any of their respective Affiliates) to Buyer contained or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) in the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectAssignment.

Survival of Representations, Warranties and Covenants. (a) All representations and warranties of made by the Parties and the Buyer in this Agreement shall survive the Closing solely for purposes of this Article X (provided that the representations and any investigation warranties made by or on behalf the Seller Parties in Section 3.18 shall survive the Closing solely for purposes of any Party until Article VIII) and solely for the close period set forth herein. All such representations and warranties of business on Seller and the first anniversary Buyer in this Agreement shall survive for a period of eighteen (18) months after the Closing Date, after which time they shall terminate and be of no further force or effect and upon which no claim for indemnification may be made with respect to breaches thereof; provided, however, that: provided that (i) the representations and warranties provided contained in Section 3.22 (Tax Matters3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5(a) and Section 3.23 3.32 shall survive the Closing indefinitely or until the latest date permitted by Applicable Laws, (Tax Partnershipii) the representations and warranties contained in Section 3.8, Section 3.10 and Section 3.11 shall survive for a period of thirty-six (36) months after the Closing Date, and (iii) the representations and warranties contained in Section 3.18 and Section 3.19 shall survive until ninety (90) days following the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including period or any extensions or waivers of thereof. Notwithstanding the applicable statute of limitations and (B) if no applicable statute of limitations existsforegoing, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers any representation or Buyer warranty contained in this Agreement in respect of which indemnity may be sought under this Article X shall survive Closing except for (a) any covenant the date at which by its terms terminates as it would otherwise terminate pursuant to this Section 10.1 if written notice of a specific date, or is only made claim for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any respect of such representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under contained in this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given Agreement in accordance with Section 8.310.3 or Section 10.4 shall have been duly given prior to such date, and if in which event such written notice is given within such period, all rights to indemnification representation or warranty shall survive solely with respect to such claim until the final resolution thereof. The period during which any such representation and warranty survives is the “Survival Period” for such representation and warranty. Each covenant that is to be performed pursuant to this Agreement shall continue survive the Closing in force and effectaccordance with its terms.

Survival of Representations, Warranties and Covenants. All Subject to the limitations and other provisions of this Agreement, including the provisions of this Article XI, the representations and warranties of the Parties in this Agreement shall survive the Closing and shall remain in full force and effect, regardless of any investigation made by or on behalf of any Party the Seller or the Purchasing Parties, for a period of 12 months after the Closing Date, except that the representation and warranties contained in (i) Section 5.13 (Environmental Matters) shall survive for a period of 24 months after the Closing Date, (ii) Section 5.12 (Employee Benefit Plans) and Section 5.16 (Tax Matters) shall survive until the close expiration of business on the applicable statute of limitations (taking into account any extensions thereof), and (iii) Section 5.1 (Existence), Section 5.2 (Authorization), Section 5.3 (Binding Agreement), Section 5.21 (Brokers or Finders), Section 6.1 (Organization), Section 6.2 (Authorization; Validity of Agreement; Necessary Action) and Section 6.5 (Brokers or Finders) (collectively, the "Fundamental Representations") shall survive indefinitely; provided, however, that claims for indemnification pursuant to Section 11.2(a) or Section 11.3(a), as applicable, first anniversary asserted in writing with specificity within such period shall not be extinguished after such period. Notwithstanding anything to the contrary in this Agreement, all covenants and agreements of the Parties that by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements of the Parties shall not survive this Closing and shall thereupon terminate, except that claims for indemnification in respect of any breach thereof shall survive for a period of 12 months after the Closing Date; provided, however, that: (ithat claims for indemnification pursuant to Section 11.2(a) the representations and warranties provided or Section 11.3(a), as applicable, first asserted in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for writing with specificity within such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may shall not be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within extinguished after such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties contained in this Agreement and any certificate delivered pursuant to Sections 7.1, 7.2, 8.1 and 8.2 shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Datefor a period of eighteen (18) months after the Closing Date (the “Survival Period”), and shall thereafter expire; provided, however, that: that (ia) the representations and warranties provided set forth in Section 3.2 (Authority for Agreement), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), Section 3.22 (Tax MattersBrokers), Section 4.1 (Authority for Agreement), Section 4.3 (Ownership) and Section 3.23 4.4 (Tax PartnershipBrokers) and the indemnity obligations under Section 9.1(c), (d), (e), (f), (g) and (h) (except item 13, which shall be subject to the applicable Survival Period to which the new matter reflected in the Updated Seller Party Disclosure Schedule relates) shall survive until the later of ninety (A90) 60 days after expiration of the applicable statute of limitations for (taking into account waivers and extensions thereof), (b) the applicable underlying claim, including representations and warranties set forth in Section 3.14 (Government Contracts and Bids) shall survive until the date three (3) years from the Closing Date (except with respect to any extensions subsequent claims based on DCAA or waivers other government audits of pre-Closing periods commenced prior to the applicable statute of limitations and date that is three (B) if no applicable statute of limitations exists, then five (53) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only extend such three (3) year period through conclusion of such audit), (c) claims based on criminal matters or actual fraud, which shall survive until the close without limitation, (d) claims based on breach or nonfulfillment of business on the first anniversary interim covenants under Section 6.2 shall survive for a period of eighteen (18) months after the Closing Date, provided that and all other covenants shall survive in accordance with their terms, and (e) claims based on the indemnification in indemnity obligations under Section 8.1(c) and Section 8.1(d9.1(i) shall survive without as to each claims made or to be made by the Buyer Indemnified Parties for the time limit and period applicable to the extent any indemnification obligation to which the enforcement claim relates. Any representation or warranty survives with respect to which a claim has been duly made under this ARTICLE IX for a longer period breach thereof prior to the end of time, the indemnification for Survival Period otherwise applicable to such representation and or warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which until such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectresolved.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties parties to this Agreement that are made in this Agreement (including any representations and warranties made pursuant to any closing certificate) shall expire and terminate and be of no further force and effect after the Escrow Expiration Date, except that any bona fide good faith written claim for indemnification for breach thereof made prior to such date and delivered to Ticketmaster, the Surviving Corporation or the Stockholders’ Representative, as applicable, shall survive Closing and thereafter and, as to any investigation made by or on behalf of any Party until such claim, such applicable expiration will not affect the close of business on the first anniversary rights to indemnification of the Closing Dateparty making such claim; provided, however, that: that (ia) the representations and warranties provided (i) of the Company contained in Section 3.22 4.1 (Tax MattersOrganization and Corporate Power), Section 4.2 (Due Authorization and No Conflict), Section 4.4 (Capitalization), Section 4.5 (Subsidiaries) and Section 3.23 4.21 (Tax PartnershipInvestment Banking; Brokerage), (ii) of the Material Stockholders contained in Sections 5.1 (Organization and Corporate Power), 5.2 Due Authorization and No Conflict) and 5.3 (Ownership), (iii) of the Stockholders’ Representative contained in Section 11.1(h) and (iv) of Ticketmaster and Merger Sub contained in Sections 6.1 and 6.2 (the representations and warranties contained in clauses (i) through (iv) collectively, the “Fundamental Representations”), shall survive until the later of (A) 60 date that is 30 days after the expiration of the applicable statute of limitations for limitations, if any, and if there is no applicable statute of limitations, indefinitely and (b) the applicable underlying claim, including any extensions or waivers representations and warranty of the Company contained in Section 4.12 (Tax Matters) (the “Special Representation”) shall survive until the date that is 30 days after the expiration of the applicable statute of limitations limitations, and (B) if no applicable statute in each case, any claim by an Indemnified Party with respect to a breach thereof may be given at any time up to or including such date. Any claim with respect to fraud or willful and intentional breach by the Company, the Material Stockholders, the Stockholders’ Representative, Ticketmaster or Merger Sub may be made at any time after the Closing. Any written claim by an Indemnified Party with respect to a breach of limitations existsany covenant or other agreement in this Agreement to be performed at or prior to Closing made by the Company, then five (5) years from the Material Stockholders, the Stockholders’ Representative, Ticketmaster and Merger Sub may be given at any time prior to the day that is three months following the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation . All other covenants shall survive the Closing and survive indefinitely, except those that by their terms expire earlier. All covenants No right of Sellers or Buyer contained in indemnification under this Agreement shall survive Closing except for (a) be limited by reason of any covenant which by its terms terminates as of a specific date, investigation or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of audit conducted before or after the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent knowledge of any representation or warranty survives for a longer period party of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for any breach of a representation representation, warranty, covenant or warranty may be brought at agreement by any time during other party hereto or the Survival Period; provided, that decision of any party hereto to complete the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectClosing.

Survival of Representations, Warranties and Covenants. (a) All representations and warranties of the Parties covenants in this Agreement shall survive each Closing and remain in full force and effect indefinitely (or unless any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any such covenant which by its terms terminates as of a specific an earlier date). The representations and warranties contained in Section 5.1, or Section 5.2, the last sentence of Section 5.6, Section 5.15, Section 6.1, Section 6.2 and Section 6.7 will survive each Closing and remain in full force and effect indefinitely. Except as otherwise provided in this Agreement, each of the other representations and warranties contained in Article V and Article VI as applicable to each System will terminate, without further action, on the date which is only made 18 months following the applicable Closing Date for a specified periodsuch System except for Section 5.14, which representations and warranties shall terminate, without further action, on the date which is three years following the applicable Closing Date for such System (as applicable, the “Expiration Date”). (b) the covenants set forth in Section 8.1, which shall only This Article XV will survive until the close any termination of business on the first anniversary of the Closing Date, provided that this Agreement and the indemnification contained in Section 8.1(cthis Article XV will survive the applicable Closing for a System and shall remain in effect: (i) and Section 8.1(d) shall survive without time limit and indefinitely, with respect to any indemnifiable claim related to the extent breach of any covenant or the breach of any representation or warranty which pursuant to Section 15.1(a) survives indefinitely, (ii) indefinitely, with respect to any indemnifiable claim arising under or related to Indemnifiable Losses pursuant to Sections 15.2(a)(iii) or pursuant to Sections 15.2(b)(iii); and (iii) until the applicable Expiration Date for any indemnifiable claims that are not specified in any of the preceding clauses. Unless a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for with respect to any alleged breach of a any representation or warranty may be brought at any time during is asserted by notice given as herein provided that identifies a particular breach and the Survival Period; providedunderlying facts relating thereto, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within the applicable period of survival for such periodrepresentation or warranty, all rights such claim may not be pursued and is irrevocably waived after such time. Without limiting the generality or effect of the foregoing, no claim for indemnification with respect to any representation or warranty will be deemed to have been properly made except (i) to the extent it is based upon a Third Party Claim made or, brought prior to the expiration of the survival period for such representation or warranty, or (ii) to the extent based on Indemnifiable Losses incurred by an Indemnitee prior to the expiration of the survival period for such representation or warranty. For purposes of clarity, claims asserted in writing before the applicable period of survival for such representation or warranty terminates shall be deemed timely made regardless of whether litigation or arbitration proceedings are commenced by such date. Notwithstanding anything to the contrary in this Agreement, if either party makes a claim for indemnification in writing and in accordance with the terms of this Agreement with respect to any alleged breach under Section 15.2(a)(i) or Section 15.2(b)(i) prior to the Expiration Date as provided by Section 15.1(a), the indemnification contained in this Article XV with respect to such claim shall continue remain in force and effecteffect for so long as the Indemnitee suffers Indemnifiable Losses as the result of such claim.

Survival of Representations, Warranties and Covenants. All (a) Except as otherwise provided in this Section 9.01, the representations and warranties of the Parties Sellers contained in this Agreement shall survive the Closing hereunder and any investigation made by or on behalf continue in full force and effect for a period of any Party 12 months thereafter. (b) The Fundamental Representations shall survive the Closing hereunder and continue in full force and effect until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations limitations. (c) The representations and warranties contained in Section 3.02 shall survive the Closing hereunder and continue in full force for a period of 90 days thereafter. (d) The representations and warranties contained in Section 3.01(a) and Section 3.01(b) shall terminate immediately following the applicable underlying claimClosing. The special warranty contained in Section 3.01(c) shall survive the Closing and continue in full force and effect indefinitely. (e) The covenants of Sellers (including Seller Representative), Manager and Buyer contained herein that are to be performed at or prior to the Closing shall survive Closing for a period of 12 months. (f) The covenants of Sellers (including any extensions or waivers Seller Representative), Manager and Buyer contained herein that are to be performed after the Closing (collectively, the “Post-Closing Covenants”) shall survive the Closing and continue in full force and effect until 30 days after the expiration of the time to perform such covenant or, if no such time is expressly stated herein, until the expiration of the applicable statute of limitations and (B) if no applicable statute of limitations existslimitation, then five (5) years from provided, notwithstanding the foregoing, the Post-Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants Covenant set forth in Section 8.1, which 7.06 hereof shall only survive the Closing indefinitely. (g) The representations and warranties of Buyer contained herein shall survive the Closing and continue in full force and effect until the close of business on the first anniversary expiration of the Closing Date, provided that the indemnification applicable statute of limitations. (h) The indemnities in Section 8.1(c9.02(a)(i), Section 9.02(a)(ii), Section 9.03(a) and Section 8.1(d9.03(b) shall terminate as of the termination date of each respective representation, warranty or covenant that is subject to indemnification. (i) Sellers’ indemnities set forth in Sections 9.02(a)(iii) through 9.02(a)(ix) shall, in each case, shall survive without time limit the Closing and continue in full force and effect indefinitely. (j) Notwithstanding the foregoing, there shall be no termination of any bona fide Claim asserted pursuant to the extent indemnities in Section 9.02(a) or Section 9.03 prior to the date of termination for such indemnity. Without limiting any representation of the foregoing, Owners hereby expressly disclaim all, and Buyer hereby agrees that no Owner shall have any liability or warranty survives for a longer period responsibility for, any representation, warranty, statement or communication made or communicated (orally or in writing, including without limitation, any opinion, information, projection or advice that may have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of timethe Target, the indemnification for such representation and warranty shall survive for such period Manager, Seller Representative, the other Sellers or any of time (their respective Affiliates) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or in the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation Assignment or warranty may be brought at in any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectother Transaction Document.

Survival of Representations, Warranties and Covenants. All representations The respective representations, warranties, covenants and warranties agreements of the Parties in this Agreement shall survive Closing Sellers, Buyers and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer SEMG contained in this Agreement and rights to indemnification in respect thereof shall survive Closing except for (a) any covenant which by its terms terminates as in the case of a specific datethe representations and warranties, or is only made for a specified period, and (b) survive the covenants set forth in Section 8.1, which shall only survive Closing Date until the close of business on the first anniversary of the Closing Date, provided except that (i) the indemnification Fundamental Representations, (ii) the representations and warranties contained in Section 8.1(c4.13 (Environmental Matters) and Section 8.1(d4.7 (Taxes) shall survive without time limit the Closing until the Installment Payment Discount Expiration Date; (b) in the case of any of the Parties’ respective covenants and agreements which contain other express survival periods or contemplate future performance or obligations, survive the Closing Date for the period provided in accordance with their express terms; and (c) in the case of all covenants and agreements not covered by the immediately preceding clause (b), survive the Closing until the first anniversary of the Closing Date. No Party shall have any liability for indemnification claims made under this Article IX with respect to any such representation, warranty, covenant or agreement unless a written notice of claim (describing in reasonable detail the claim, including an estimate of Losses attributable to such claim) is provided prior to the extent expiration of any representation applicable survival period for such representation, warranty, covenant or warranty survives agreement provided in this Section 9.1. If a Buyer Indemnified Party or a Seller Indemnified Party, as applicable, delivers written notice to the other Party for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during recovery within the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such applicable survival period, all rights to indemnification with respect to such claim shall continue in force and effectsurvive until satisfied, otherwise finally resolved or judicially determined.

Survival of Representations, Warranties and Covenants. (a) All representations and warranties of the Parties Company in this Agreement and in any certificate delivered by the Company to Acquirer pursuant to this Agreement at or prior to the Effective Time (other than the Spreadsheet and the Company Closing Financial Certificate) shall survive the Closing and shall remain in full force and effect until 11:59 p.m. Eastern time on the date that is 18 months from the Closing Date (the “Base Survival Date”); provided, that the representations and warranties made by the Company in Section 3.1(a) (Organization, Standing, Power and Subsidiaries), Section 3.1(b) (Organization, Standing, Power and Subsidiaries), Section 3.2 (Capital Structure), Section 3.3 (Authority; Non-contravention) or Section 3.11 (Taxes) and in any certificate delivered by the Company to Acquirer pursuant to this Agreement at or prior to the Effective Time (other than the Spreadsheet and the Company Closing Financial Certificate) that are within the scope of those covered by the foregoing Sections (collectively, the “Company Special Representations”) shall survive the Closing and shall remain in full force and effect until 11:59 p.m. Eastern time on the third anniversary of the Closing Date. (b) All covenants of the Company in this Agreement which are required to be performed prior to the Closing shall survive the Closing and shall remain in full force and effect until 11:59 p.m. Eastern time on the Base Survival Date. (c) All representations and warranties of Acquirer in this Agreement and in any certificate delivered by Acquirer pursuant to this Agreement at or prior to the Effective Time shall survive the Closing and shall remain in full force and effect until 11:59 p.m. Eastern time on the Base Survival Date; provided, that the representations and warranties set forth in Sections 4.1 (Organization and Standing), Section 4.2 (Authority; Non-Contravention) and Section 4.6 (Brokers) and in any certificate delivered by Acquirer pursuant to this Agreement at or prior to the Effective Time that are within the scope of those covered by the foregoing Sections shall survive the Closing and shall remain in full force and effect until 11:59 p.m. Eastern time on the third anniversary of the Closing Date. (d) All covenants of the Acquirer in this Agreement which are required to be performed prior to the Closing shall survive the Closing and shall remain in full force and effect until 11:59 p.m. Eastern time on the Base Survival Date. All other covenants and agreements of Acquirer and Surviving Corporation in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claimperiod in which they are required to be performed. (e) Notwithstanding anything to the contrary herein, including any extensions or waivers of the applicable statute of time limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in this Section 8.1, which 13.1 shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and not apply to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation arising out of, or warranty may be brought at any time during the Survival Period; providedresulting from, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance connection with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectfraud.

Survival of Representations, Warranties and Covenants. All (a) Except as otherwise provided in this Section 9.01, the representations and warranties of the Parties Seller contained in this Agreement shall survive the Closing hereunder and any investigation made by or on behalf continue in full force and effect for a period of any Party 12 months thereafter. (b) The Fundamental Representations shall survive the Closing hereunder and continue in full force and effect until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations limitations. (c) The representations and warranties contained in Section 3.02 shall survive the Closing hereunder and continue in full force for a period of 90 days thereafter. (d) The representations and warranties contained in Section 3.01(a) and Section 3.01(b) shall terminate immediately following the applicable underlying claimClosing. The special warranty contained in Section 3.01(c) shall survive the Closing and continue in full force and effect indefinitely. (e) The covenants of Seller, including any extensions Manager and Buyer contained herein that are to be performed at or waivers prior to the Closing shall survive Closing for a period of 12 months. (f) The covenants of Seller, Manager and Buyer contained herein that are to be performed after the Closing (collectively, the “Post-Closing Covenants”) shall survive the Closing and continue in full force and effect until 30 days after the expiration of the time to perform such covenant or, if no such time is expressly stated herein, until the expiration of the applicable statute of limitations limitation. (g) The representations and (B) if no warranties of Buyer contained herein shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations exists, then five limitations. (5h) years from the Closing Date; and (ii) the representations and warranties The indemnities in Section 3.1 (Organization and Qualification9.02(a)(i), Section 9.02(a)(ii), Section 9.03(a) and Section 3.2 9.03(b) shall terminate as of the termination date of each respective representation, warranty or covenant that is subject to indemnification. (Authority; Binding Effecti) of this AgreementSeller’s indemnities set forth in Sections 9.02(a)(iii) through 9.02(a)(viii) shall, fraud and intentional misrepresentation in each case, shall survive the Closing and continue in full force and effect indefinitely. (j) Notwithstanding the foregoing, there shall be no termination of any bona fide Claim asserted pursuant to the indemnities in Section 9.02(a) or Section 9.03 prior to the date of termination for such indemnity. All covenants Without limiting any of Sellers the foregoing, Owners hereby expressly disclaim all, and Buyer hereby agrees that no Owner shall have any liability or responsibility for, any representation, warranty, statement or communication made or communicated (orally or in writing, including without limitation, any opinion, information, projection or advice that may have been provided to Buyer contained by any officer, director, employee, agent, consultant, representative or advisor of the Target, the Manager, Seller or any of their respective Affiliates) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement shall survive Closing except for (a) or in the Assignment or in any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectother Transaction Document.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties contained in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until (other than (x) the close of business on the first anniversary of the Closing Date; providedFundamental Representations, however, that: (iy) the representations and warranties provided set forth in Section 3.22 4.14 (the “Tax Matters) and Section 3.23 (Tax PartnershipRepresentations”)) shall survive the Closing for a period of 15 months after the Closing Date (the “General Survival Date”). The Fundamental Representations shall survive the Closing indefinitely. The Tax Representations shall survive the Closing until the later of (A) 60 days after expiration following the lapse of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers limitations. The covenants and agreements of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer parties contained in this Agreement shall survive Closing except in accordance with their terms; provided that (i) Liability for (a) any breach of or failure to perform any covenant which or agreement set forth in any of Sections 6.1, 6.5, 6.7, 6.14 and 6.15 (the “Surviving Pre-Closing Covenants”) shall survive the Closing until the General Survival Date, (ii) other than with respect to the Surviving Pre-Closing Covenants, Liability for any breach of or failure to perform any covenant or agreement that by its terms terminates is to be performed (in whole or in part) prior to the Closing shall terminate as of a specific date, or is only made for a specified periodthe Closing, and (biii) Liability for any Seller Taxes shall survive the covenants set forth in Section 8.1, which shall only survive Closing until 60 days following the close of business on the first anniversary lapse of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period applicable statute of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”)limitations. A written claim for indemnification under this Article VIII for breach of a representation any representation, warranty or warranty covenant may be brought at any time during within the Survival Period; providedapplicable survival period set forth herein. Notwithstanding the foregoing, that any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the representation or warranty date on which such claim is based continues it would otherwise terminate pursuant to survive under this Section 8.4 at the time foregoing, if notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect the breach thereof giving rise to such claim right of indemnity shall continue in force and effecthave been given to the Person against whom such indemnity may be sought prior to such date.

Survival of Representations, Warranties and Covenants. All representations representations, warranties and warranties of covenants made by Seller, the Parties Stockholders or Purchaser in or pursuant to this Agreement or in any document delivered pursuant hereto shall survive Closing and any investigation be deemed to have been made by or on behalf of any Party until the close of business on the first anniversary date of this Agreement (except as otherwise provided herein) and, if a Closing occurs, as of the Closing Date; provided. Except as otherwise provided below in this Section 9.5, howeverthe representations, that: warranties and covenants of Seller, the Stockholders and Purchaser will survive the Closing and will remain in effect for a period of two (2) years thereafter. Notwithstanding the foregoing sentence, (i) the representations obligations of Seller and warranties provided in the Stockholders under Section 3.22 9.1(a)(iii) (Tax Matters) and Section 3.23 (Tax Partnershipdealing with indemnification for Excluded Liabilities) shall survive until for three (3) years following the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations Closing Date and (Bii) if no applicable statute the covenants and obligations of limitations exists, then Seller and the Stockholders pursuant to Section 10 (dealing with noncompetition) shall survive for five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of following the Closing Date, provided that and (iii) the indemnification obligations of Purchaser, if any, for the payments described in Section 8.1(c2.2(d) and Section 8.1(dabove (additional Purchase Price) shall survive without time limit indefinitely after Closing and to (iv) the extent any representation or warranty survives for a longer period obligations of time, the indemnification for such representation and warranty Purchaser under Section 9.2(a)(iii) shall survive for such three (3) years following the Closing Date and (v) any indemnification obligation for Damages for which notice was given by an Indemnified Party 25 pursuant to Section 9.4 made prior to the end of an applicable survival period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectto be the obligation of the Indemnifying Parties after the survival period.

Survival of Representations, Warranties and Covenants. All (a) Except as set forth below in this Section 8.01, the representations and warranties of the Parties Sellers, the Target, Parent and Purchaser contained in this Agreement or in any certificates or documents delivered hereunder shall survive Closing and any investigation made by or for a period of time ending at 11:59 p.m. Eastern Time, on behalf of any Party until the close of business on the first anniversary of that date which is twelve (12) months after the Closing Date; provided, however, that: . (ib) the The representations and warranties provided of Sellers and the Target contained in Section 3.22 Sections 3.01 (Tax MattersOrganization and Authority), 3.02 (Ownership), 3.05 (Brokers), 4.01 (Organization, Authority and Qualification), 4.02 (Capitalization), 4.03 (Subsidiaries) and Section 3.23 4.22 (Tax PartnershipBrokers) (collectively, the “Seller Fundamental Representations”) shall survive for a period of time ending at 11:59 p.m. Eastern Time on the date on which is 60 days after the longest relevant statute of limitations period expires (including any extensions thereof) (as such statute of limitations period pertains to the underlying subject matter of such representation and warranty, or to the ability of Parent, Purchaser or any third party to make a claim relating to a breach of such representation and warranty, as the case may be, whichever is later). (c) The representations and warranties of Parent and Purchaser contained in Sections 5.01 (Organization and Authority of Parent and Purchaser), 5.04 (Brokers), and 5.08 (Stock Consideration) (collectively, the “Purchaser Fundamental Representations”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for limitations. (d) For the applicable underlying claimavoidance of doubt, including any extensions or waivers it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statute statutes of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the that would otherwise apply to such representations and warranties in Section 3.1 warranties. (Organization and Qualificatione) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers Any covenant or Buyer agreement contained in this Agreement that is to be performed after the Closing shall survive the Closing except and remain in full force and effect until fully performed in accordance with its terms. Any claim for (a) any covenant which by its terms terminates as a failure of a specific date, party hereto to perform or is only made for a specified period, and (b) the comply with any of its covenants set forth in Section 8.1, which shall only survive until the close of business or agreements contained herein that are to be performed on the first anniversary of or prior to the Closing Date, provided that shall not survive the indemnification in Section 8.1(cClosing. (f) and Section 8.1(d) shall survive without time limit and Notwithstanding anything herein to the extent contrary, any representation or warranty survives for a longer period of time, the indemnification for such representation claim made under and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under in accordance with this Article VIII for breach prior to the expiration of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which applicable period set forth above shall survive until such claim is based continues finally resolved. (g) This Section 8.01 shall not limit any claim or recovery available to survive Purchaser (or any additional insured) under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectR&W Insurance Policy.

Survival of Representations, Warranties and Covenants. All Subject to the other provisions set forth in this ARTICLE VII, all representations and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer Company contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of date that is eighteen (18) months from the Closing Date, provided except that the indemnification in Section 8.1(c) all representations and Section 8.1(d) warranties shall survive without time limit and beyond such eighteen (18) month period with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the extent any expiration of the survival period for such representation or warranty survives for a longer period of timeand warranty, the indemnification for in which case such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which as to such claim is based continues to survive under this Section 8.4 at the time until such claim has been finally resolved, provided that notice of such claim is shall have been duly given on or prior to such date in accordance with Section 8.37.4(a); provided, however, that the representations and if warranties of the Company contained in (i) Section 4.11 (Taxes) shall survive the Closing and the Effective Time and shall remain in full force and effect until the date that is sixty (60) calendar days immediately following the expiration of the statutes of limitations (including any extensions or waivers thereof) applicable to any Taxes which are the subject of any such written notice is given within such periodrepresentations and warranties, all rights (ii) Section 4.1(a) (Organization of the Company), Section 4.2 (Company Capital Structure) and Section 4.4 (Authority and Enforceability) shall survive the Closing and the Effective Time and shall remain in full force and effect in perpetuity and without limitation (the representations and warranties referred to indemnification in the preceding clauses (i) through (ii) being referred to herein, collectively, as the “Specified Representations” and each individually as a “Specified Representation”); provided further, however, that any claims in the event of any fraud with respect to any of the representations or warranties made by the Company set forth in this Agreement, the Related Agreements to which the Company is a party or the Closing Certificates shall survive the Closing and the Effective Time and shall remain in full force and effect in perpetuity and without limitation, except for such limitations described herein. The covenants and agreements contained herein shall survive the Closing Date indefinitely for purposes of any claim of nonfulfullment, nonperformance or breach thereof, unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive for such specified term, and in each case until such claim has been finally resolved. The indemnification obligations with respect to Section 7.2(a)(iii) through Section 7.2(a)(vii), inclusive, shall continue in force survive indefinitely. All representations and effectwarranties made by Parent and Sub shall expire at the Effective Time.

Survival of Representations, Warranties and Covenants. All representations Each representation, warranty, covenant and warranties of agreement contained herein and any certificate related to any such representation, warranty, covenant or agreement will survive the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations continue in full force and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations effect for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years 15 months from the Closing Date; and provided that (iix) the representations and warranties in Section 3.1 3.13(d) and (Organization and Qualificationi) (Company Benefit Plans), Section 3.20 (Environmental Matters) and Section 3.2 3.16 (Authority; Binding EffectTaxes), and the Fundamental Representations (other than the Seller Representations that are Fundamental Representations and the representations and warranties contained in Section 3.1 (Due Incorporation) of this Agreementand Section 3.6 (Capitalization)), fraud and intentional misrepresentation shall survive indefinitely. All the Closing and continue in full force and effect for 36 months from the Closing Date, (y) all of the Seller Representations and the representations and warranties contained in Section 3.1 (Due Incorporation) and Section 3.6 (Capitalization) shall survive the Closing and continue in full force and effect indefinitely or until the latest date permitted by law, and (z) the covenants and agreements of Sellers or Buyer the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith that, by its terms, provides for performance following the Closing Date shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Dateindefinitely or for the shorter period explicitly specified therein, provided except that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation covenants and warranty shall agreements that survive for such period of time shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law (the each such date, a “Survival PeriodExpiration Date”); provided, further, that each representation, warranty, covenant or agreement shall survive the applicable Survival Expiration Date for purposes of any Indemnification Claim properly given in respect thereof prior to such date. A written claim for indemnification under this Article VIII for No Indemnification Claim with respect to a breach of a representation or warranty may be brought at any time during asserted pursuant to this Agreement unless (i) on or before the applicable Survival Period; providedExpiration Date, that the representation or warranty on which such claim is based continues to survive under asserted by proper written notice in accordance with this Section 8.4 at Article XII, specifying in reasonable detail the time notice basis of the claim, and (ii) such claim is given made in accordance respect of Damages specified in reasonable detail and incurred prior to the applicable Survival Expiration Date or, to the extent arising out of an Indemnification Claim asserted in writing prior to the applicable Survival Expiration Date, such Indemnification Claim is made in respect of Damages expected in good faith to arise in connection with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectclaim.

Survival of Representations, Warranties and Covenants. All The parties, intending to contractually shorten the applicable statute of limitations, hereby agree that the representations and warranties of the Parties Company and the Founders contained in Article II of this Agreement, or in any certificate or other instrument delivered by the Company and the Founders pursuant to this Agreement (the “Certificates”), and of the Company Stockholders contained in Article III of this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of expire twelve (12) months following the Closing Date (the date of expiration of such twelve (12) month period, the “Survival Date”); provided, however, that: , in the event of fraud or the willful breach of any representation or warranty of the Company, the Founders, the Company Stockholders contained in this Agreement or the Certificates, such representation or warranty shall survive without limitation; provided further, that (i) the representations and warranties provided of the Company and the Founders contained in Section 3.22 2.10 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of sixty (A60) 60 days after the expiration of the statute time-bar under NZ Tax Law or applicable statute statutes of limitations for the applicable underlying claimlimitations, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations existsas applicable, then five (5) years from the Closing Date; and (ii) the representations and warranties of the Company and the Founders contained in Section 3.1 2.13 (Organization and QualificationIntellectual Property) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first second anniversary of the Closing Date, provided that and (iii) the indemnification representations and warranties of the Company and the Founders contained in Section 8.1(c2.1(a) (Organization of the Acquired Entities), Section 2.3 (Company Capital Structure), Section 2.4 (Authority and Enforceability), and Section 3.1 (Ownership of Company Shares) (such representations and warranties of the Company described in clauses (i), (ii) and Section 8.1(d(iii) above, the “Surviving Representations”) shall survive without time limit limitation; provided further, that the covenants of the Company and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty Founders shall survive for such period without limitation. The representations and warranties of time (Parent and Buyer contained in this Agreement and in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the “Survival Period”)Closing. A written claim for indemnification under this Article VIII for In the event an Officer’s Certificate asserting a breach of a representation or warranty may be brought at any time during is delivered before the Survival Period; provided, that the date on which such representation or warranty on which such claim is based continues ceases to survive under (in the case of the representations and warranties that survive until the Survival Date, which survival period is not being extended beyond the Survival Date by this Section 8.4 parenthetical, such delivery may be made before 5:00 p.m., local time at Buyer’s corporate headquarters in California, on the time notice date that is fifteen (15) days after the Survival Date (the “Escrow Release Time”)), then the claims arising in connection with such Officer’s Certificate shall survive for the benefit of all Parent Indemnified Parties beyond the expiration of the applicable survival period for such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectrepresentation or warranty.

Survival of Representations, Warranties and Covenants. All (i) The representations and warranties of the Parties Greystone and Xxxxxxx contained in or made pursuant to this Agreement (other than the Greystone Fundamental Representations, the Xxxxxxx Fundamental Representations and the representations and warranties set forth in Section 3.15 (Compliance with Law) and Section 3.9 (Tax Matters)), shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first (1st) anniversary of the Closing Date; provided, however, that: (iii) the representations and warranties provided set forth in Section 3.22 3.15 (Compliance with Law) and the R&W Exclusions shall survive until the third (3rd) anniversary of the Closing Date, (iii) the representations and warranties set forth in Section 3.9 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of sixty (A60) 60 days after following expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (Biv) if no the Greystone Fundamental Representations and the Xxxxxxx Fundamental Representations shall survive until the sixth (6th) anniversary of the Closing Date. Notwithstanding the foregoing, in the event of Fraud with respect to a representation or warranty, such representation or warranty shall survive until the end of the applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelylimitations. All covenants and agreements that by their terms do not contemplate performance after the Closing Date shall not survive the Closing, provided that the remedies under this Article VI with respect to any breach of Sellers or Buyer contained the covenants and agreements set forth in this Agreement shall survive Closing except for Sections 5.9(a)-(c), (ag), (j), (m), (n) any covenant which by its terms terminates as of a specific dateand, or is only made for a specified period, and (b) solely with respect to the covenants set forth in Sections 5.9(a)-(c), (g), (j), (m), (n), Section 8.1, which 5.9(o) (the “Surviving Pre-Closing Covenants”) shall only survive the Closing until the close of business on the first six month anniversary of the Closing. All covenants and agreements that by their terms are to be performed at or after the Closing Date, provided that (including the indemnification agreements in Section 8.1(c5.10 and any agreements to make payments hereunder) and Section 8.1(d) shall will survive without time limit and to the extent any representation or warranty survives for a longer period of timeClosing until fully performed in accordance with their terms, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”)unless otherwise specified. A written Any claim for indemnification asserted in writing under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given 6 in accordance with Section 8.36.2 by a party seeking indemnification prior to the expiration of the time periods set forth in this Section 6.1 (and the representation, warranty, covenant and/or agreement that is the basis for such claim) shall survive until such claim is finally and fully resolved. Any claim not made on or prior to the expiration of the applicable survival period set forth in this Section 6.1 shall be irrevocably and unconditionally released and waived by the party seeking indemnification with respect thereto. It is the express intent of the parties that, if the applicable period for an item as contemplated by this Section 6.1 is longer than the statute of limitations that would otherwise have been applicable to such written notice is given within such perioditem, all rights to indemnification then, by contract, the applicable statute of limitations with respect to such claim item shall continue be increased to the survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in force this Section 6.1 for the assertion of claims under this Agreement are the result of arm’s-length negotiation among the Parties and effectthat they intend for the time periods to be enforced as agreed by the parties.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Seller and the Buyer contained in this Agreement shall survive the Closing and any investigation made by or on behalf for a period of any Party until the close of business on the first anniversary of fifteen (15) months after the Closing Date; provided, however, that: provided that (i) the representations and warranties provided set forth in Section 3.22 3.2 (Tax MattersAuthority), Section 3.4 (Shares), Section 3.5 (Capitalization), Section 3.6 (Equity Interests) and Section 3.23 3.19 (Tax Partnershiprelating to brokers’ fees) shall survive until indefinitely (collectively referred to as the later of (A“Fundamental Representations”) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties set forth in Section 3.1 3.17 (Organization Environmental) shall survive for a period of three (3) years after the Closing Date. Notwithstanding the preceding sentence, the representations and Qualificationwarranties contained in Section 3.16 (Taxes) other than in subsections (m) and (n) shall terminate at the Closing and for purposes of the indemnification obligations of Seller pursuant to Section 3.2 5.14(k), the representations and warranties contained in Section 3.16(m) and (Authority; Binding Effectn) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelyuntil the expiration of the applicable statute of limitations. All The covenants and agreements of Sellers or the Seller and the Buyer contained in this Agreement shall not survive Closing the Closing, except for (a) any covenant those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which by its terms terminates as of a specific date, or is only made for a specified period, and shall survive in accordance with their respective terms. (b) the covenants The survival periods set forth in Section 8.17.1(a) are in lieu of, which shall only survive until and the close parties expressly waive, any otherwise applicable statute of business on the first anniversary limitations, whether arising at law or in equity. Any claim for breach of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period hereunder shall be deemed to have accrued as of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”)Closing. A written No claim for indemnification under this Article VIII for breach of a representation any representation, warranty, covenant or warranty agreement may be brought at any time during after expiration of the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this survival periods set forth in Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect7.1(a).

Survival of Representations, Warranties and Covenants. All Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties Seller and Buyer contained in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of terminate at 5:00 p.m., New York, New York local time, 15 months after the Closing Date; provided, however, that: that (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) Seller’s Fundamental Representations shall survive until the later of (A) terminate 60 days after following the expiration of the applicable statute of limitations for the applicable underlying claim, (including any extensions waiver, extension or waivers of the applicable statute of limitations and (Bmitigation thereof) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations any claim of Fraud will survive in perpetuity. The covenants and warranties in Section 3.1 (Organization agreements of Seller and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained set forth in this Agreement that by their terms are to be performed after the Closing shall survive Closing except for in accordance with their terms until performed (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary each of the Closing Dateforegoing periods in this Section 8.1(a), provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification The obligations to indemnify and hold harmless any Buyer Indemnified Party or Seller Indemnified Party under this Article VIII for Section 8.1 with respect to a misrepresentation or 00000000.00.XXXXXXXX 35. breach of a representation warranty, covenant or warranty may be brought at any time during agreement shall terminate when the applicable Survival PeriodPeriod terminates; provided, however, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all indemnification rights to indemnification shall not terminate with respect to any item as to which any Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall have, before the expiration of the applicable Survival Period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim shall continue in force and effectclaim) to Seller or Buyer, as applicable.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Seller and the Buyer contained in this Agreement Agreement, each Xxxx of Sale and Assignment and Assumption Agreement, and each Intellectual Property Assignment (the “Indemnification Ancillary Agreements”) shall survive the Closing and any investigation made by or on behalf for a period of any Party until the close of business on the first anniversary of 12 months after the Closing Date; provided, however, that: (i) that the Buyer Fundamental Representations, the representations and warranties provided contained in Section 3.22 3.1 (Tax MattersOrganization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.21 (Brokers) (collectively, the “Seller Fundamental Representations”) and Section 3.23 (Tax Partnership) the IP Sufficiency Representation shall survive the Closing until the later of (A) 60 days after expiration the five-year anniversary of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations Closing Date and (B) if no applicable 60 days past the expiration of the statute of limitations exists, then five applicable to matters covered thereby (5after giving effect to any waiver or extension thereof granted by the applicable party or the pendency of any legal dispute resolution process). (b) years from The covenants and agreements of the Closing Date; Seller and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance prior to the Closing shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, period of 12 months after the Closing Date. The covenants and agreements of the Seller and the Buyer contained in this Agreement and the Indemnification Ancillary Agreements that by their terms contemplate performance in whole or in part after the Closing shall survive for a period of 30 days following the date by which such performance was due. (c) The survival periods set forth in Sections 8.1(a) and (b) are in lieu of, and the covenants parties expressly waive, any otherwise applicable statute of limitations, whether arising at law or in equity. Any claim for breach of representation or warranty hereunder shall be deemed to have accrued as of the Closing. No claim for breach of any representation, warranty, covenant or agreement may be brought after expiration of the survival periods set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(cSections 8.1(a) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”b). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. (a) All representations and warranties of the Parties covenants in this Agreement shall survive the Closing and remain in full force and effect indefinitely (unless any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any such covenant which by its terms terminates as of a specific an earlier date). The representations and warranties contained in Section 5.1, or Section 5.2, Section 5.15, Section 6.1, Section 6.2 and Section 6.7 will survive the Closing and remain in full force and effect indefinitely. Except as otherwise provided in this Agreement, each of the other representations and warranties contained in Article V and Article VI will terminate, without further action, on the date which is only made 18 months following the Closing Date except for a specified periodSections 5.10(a) and 5.14, which representations and warranties shall continue until expiration of their respective statutes of limitations (the “Expiration Date”). (b) This Article XV will survive any termination of this Agreement and the covenants set forth indemnification contained in Section 8.1, which shall only this Article XV will survive until the close of business on the first anniversary of the Closing Dateand shall remain in effect: (i) indefinitely, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and with respect to any indemnifiable claim related to the extent breach of any covenant or the breach of any representation or warranty which pursuant to Section 15.1(a) survives indefinitely, (ii) indefinitely, with respect to any indemnifiable claim arising under or related to Indemnifiable Losses pursuant to Sections 15.2(a)(iii) or pursuant to Sections 15.2(b)(iii); and (iii) until the Expiration Date for any indemnifiable claims that are not specified in any of the preceding clauses. Unless a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for with respect to any alleged breach of a any representation or warranty may be brought at any time during is asserted by notice given as herein provided that identifies a particular breach and the Survival Period; providedunderlying facts relating thereto, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within the applicable period of survival for such periodrepresentation or warranty, all rights such claim may not be pursued and is irrevocably waived after such time. Without limiting the generality or effect of the foregoing sentence, no claim for indemnification with respect to any representation or warranty will be deemed to have been properly made except (i) to the extent it is based upon a Third Party Claim, such indemnification claim is made or brought prior to the expiration of the survival period for such representation or warranty, or (ii) to the extent based on Indemnifiable Losses incurred by an Indemnitee, such indemnification claim is made or brought prior to the expiration of the survival period for such representation or warranty. For purposes of clarity, claims asserted in writing before the applicable period of survival for such representation or warranty terminates shall be deemed timely made regardless of whether litigation or arbitration proceedings are commenced by such date. Notwithstanding anything to the contrary in this Agreement, if either party makes a claim for indemnification in writing and in accordance with the terms of this Agreement with respect to any alleged breach under Section 15.2(a)(i) or Section 15.2(b)(i) prior to the Expiration Date as provided by Section 15.1(a), the indemnification contained in this Article XV with respect to such claim shall continue remain in force and effecteffect for so long as the Indemnitee suffers Indemnifiable Losses as the result of such claim.