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 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 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 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 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 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 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 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. 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 (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 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 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 (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 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. 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 1. The representations and warranties of the Parties contained in this Agreement shall survive the Closing solely for purposes of this Article 10 and any investigation made by or on behalf of any Party until the close of business shall terminate and expire on the first second (2nd) anniversary of the Closing Transition Date; provided, however, that: (i) provided that the representations and warranties provided made by the Company in Section 3.22 (Tax Mattersparagraphs A(1) and Section 3.23 A(2) of Article 8 other than (Tax Partnershipb) of paragraph A(2) of Article 8 and by the Reinsurer in paragraphs B(1) and B(2) of Article 8 other than (b) of paragraph B(2) of Article 8 shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations limitations. Any claim 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 respect of any representation or warranty survives for a longer that is not asserted by notice given as required herein prior to the expiration of the applicable survival period specified in this Article 10 shall not be valid and any right to indemnification is hereby irrevocably waived after the expiration of time, the indemnification for such representation and warranty shall survive for such period of time survival. Any claim properly made for an Indemnifiable Loss in respect of such a breach asserted within such period of survival as herein provided will be timely made for purposes hereof. 2. To the extent that it is to be performed after the Closing, each covenant in this Agreement will, for purposes of this Article 10, survive and remain in effect in accordance with its terms plus a period of six (the “Survival Period”). A written 6) months thereafter, after which no claim for indemnification under this Article VIII for breach of a representation or warranty with respect thereto may be brought at any hereunder. All covenants in this Agreement that by their terms are required to be fully performed prior to the Closing will not survive the Closing, after which time during the Survival Period; provided, that the representation or warranty on which such no 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 for indemnification with respect to such claim shall continue in force and effectthereto may be brought hereunder.

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 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 (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 Company and the Reinsurer contained in this Agreement shall survive the Closing solely for purposes of this Article VII and any investigation made by or shall terminate and expire on behalf of any Party until the close of business on the first anniversary of that certain date which is eighteen (18) months following the Closing Date; provided, however, that: (i) provided that the representations and warranties provided made in Section 3.22 3.1 (Tax MattersOrganization, Standing and Corporate Power), Section 3.2 (Authority), Section 4.1 (Organization, Standing and Corporate Power) and Section 3.23 4.2 (Tax PartnershipAuthority) (collectively, the “Fundamental Representations”), shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations limitations. Any claim 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 respect of any representation or warranty survives for a longer that is not asserted by notice given as required herein prior to the expiration of the applicable survival period specified in this Section 7.1(a) shall not be valid and any right to indemnification is hereby irrevocably waived after the expiration of such period of timesurvival. Any claim properly made for an Indemnifiable Loss in respect of such a breach asserted within such period of survival as herein provided will be timely made for purposes hereof. (b) To the extent that it is to be performed after the Closing, each covenant in this Agreement will, for purposes of this Article VII, survive and remain in effect in accordance with its terms plus a period of six (6) months thereafter solely for the purposes of the Parties’ indemnification obligations, after which no claim for such representation and warranty 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 shall survive for such a period of six (6) months after the Closing solely for purposes of the Parties’ indemnification obligations, after which 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 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 effecthereunder.

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 Notwithstanding any investigation conducted before or after the Closing Date, and notwithstanding any implied knowledge or notice of any facts or circumstances which Acquiror or Target may have as a result of such investigation or otherwise, Acquiror and Target will be entitled to rely upon the other party's representations, warranties and covenants set forth in this Agreement, provided that neither Target nor Acquiror shall be liable to the other for breaches of any representations, warranties or covenants if the other had actual knowledge of such breach and, notwithstanding such actual knowledge, signed this Agreement and consummated the Merger. The obligations of Target and the Principal Stockholders with respect to their representations, warranties, agreements and covenants will survive the Closing and continue in full force and effect until the date 12 months following the Effective Time (the "Termination Date"), at which time, subject to Section 8.5, the representations, warranties and covenants of the Parties parties 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 liability of the Closing Dateparties with respect to those representations, warranties and covenants will terminate; provided, however, that: (i) provided that the representations and warranties provided contained in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) 2.14 shall survive the Termination Date until the later of (A) 60 days after expiration of the applicable statute of limitations for limitations. If a claim is made by Acquiror or Merger Sub prior to the applicable underlying claimexpiration of any representations, including any extensions warranties, agreements or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations existscovenants, 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 such claim 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 finally resolved. The obligations of such claim is given in accordance with Section 8.3, Acquiror and if such written notice is given within such period, all rights to indemnification Merger Sub with respect to such claim shall continue in force their representations, warranties, agreements and effectcovenants will terminate at the Closing.

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 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 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 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. (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.

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 (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 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. (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 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 (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 (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 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. (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. (a) All representations and warranties of made by the Parties Seller or the 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: (i) save and except that the representations and warranties provided in Sections 3.3 and 4.3 shall survive for three (3) years, the representations and warranties in Section 3.22 (Tax Matters3.6, 3.10(b) and Section 3.23 3.16 shall survive for six (Tax Partnership6) years and all representations and warranties regarding Taxes shall survive until the later of (Ai) 60 days after the expiration of the applicable statute limitation period within which any assessment , reassessment or other determination of limitations for the applicable underlying claim, including any extensions an amount owing can be made 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) 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 representations and warranties time prescribe for any such appeal. (b) All covenants made by the Seller or the Buyer in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement or any document delivered pursuant to this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers whether to be fulfilled or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, complied with before 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 after the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and the Closing for a period of six (6) years; PROVIDED, that there shall be no termination of any such representation, warranty or covenant as to which a claim has been asserted in writing prior to the extent termination 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 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 survival 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 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 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 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 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 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. All The representations and warranties of the Parties Company and the Shareholders contained in this Agreement or in any certificate or other instruments delivered pursuant to 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 end of the Closing DateEscrow Period; provided, however, that: (i) that the representations and warranties provided contained in Section 3.22 3.1 (Tax MattersOrganization of the Company), Section 3.2 (Company Capital Structure), Section 3.4 (Authority), and Section 3.12 (Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment; Customer Information) and Article IV (Representations and Warranties of the Shareholders) shall survive indefinitely; the representations and warranties contained in Section 3.23 (Tax PartnershipEnvironmental Matters), and Section 3.31 (Spreadsheet) shall survive until the later 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 in Section 3.1 3.10 (Organization and QualificationTax Matters) and Section 3.2 (Authority; Binding Effect) relating to Taxes of this Agreement, fraud and intentional misrepresentation the Company shall survive indefinitely. All covenants until the date that is 90 days after the relevant Governmental Entities are no longer entitled to assess or reassess the Company in respect of Sellers or Buyer contained the Taxes in this Agreement shall survive Closing except for question, having regard, without limitation, to: (a) any covenant which waiver given by its terms terminates as the Company in respect of a specific date, or is only made for a specified period, and such Taxes; and (b) any entitlement of a Governmental Entity to assess or reassess the covenants set forth Company without limitation in Section 8.1the event of fraud or misrepresentation attributable to neglect, which shall only survive until the close of business on the first anniversary of the Closing Datecarelessness or wilful default, and further provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any breach of a covenant or representation or warranty survives for a longer period of time, the indemnification for such representation and warranty resulting from common law fraud shall survive for such indefinitely (the expiration of the designated period of time (is hereafter referenced as the “Survival PeriodDate”). A written claim for indemnification under The representations and warranties of Acquireco contained in this Article VIII for breach of a representation Agreement, or warranty may be brought at in any time during the Survival Period; providedcertificate or other instrument delivered pursuant to this Agreement, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 shall terminate 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 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 The representations and warranties of the Parties Company contained in this Agreement Agreement, or in any certificate or other instruments delivered pursuant to this Agreement, shall terminate on the one (1) year anniversary of the Closing Date (the expiration of such one-year period, the “Survival Date”), provided, however, that the representations and warranties of the Company contained in Section 2.2 hereof shall terminate on the third anniversary of the Closing Date and that the representations and warranties of the Company contained in Section 2.11 hereof shall survive Closing until the expiration of the applicable statute of limitations, and provided further, however, that if, at any investigation made by or on behalf of any Party until time prior to the close of business on the first anniversary of the Closing Date; provided, however, that: one (i1) 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 year anniversary of the Closing Date, provided that the indemnification an Officer’s Certificate (as defined in Section 8.1(c7.4(b)) is delivered alleging Losses and a claim for recovery under Section 8.1(d) 7.3(b), then the claim asserted in such notice shall survive without time limit and to the extent any representation or warranty survives for a longer period one (1) year anniversary 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 Closing Date until such claim is based continues fully and finally resolved. The representations and warranties of Parent and the Subs contained in this Agreement, or in any certificate or other instrument delivered pursuant to survive under this Section 8.4 Agreement, shall terminate at the time notice Closing. Notwithstanding anything to the contrary herein, the Stockholder Representative shall have the right to pursue on behalf of such claim is given the Stockholders any remedy available at law or in accordance with Section 8.3equity for a breach of any covenant of Parent or the Subs set forth in this Agreement, and if nothing herein shall be construed as a limitation on any Stockholder’s right to pursue any claim that such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectStockholder may have against Parent under applicable federal or state securities laws.

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 representations and warranties of the Parties parties contained in this Merger 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 Merger for the period set forth in this Section 10.1. The representations and warranties of the Company and the representations and warranties provided of Parent and Merger Subsidiary set forth in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) Article V shall survive until the later of date which is fourteen (A14) 60 days months after expiration the Closing Date (the "GENERAL EXPIRATION DATE"). Notwithstanding the foregoing: the representations and warranties of the applicable statute Company (i) in Section 4.19 (Tax) shall survive for three (3) years after the Closing Date unless a Tax audit is conducted on the Company by the appropriate Tax authority, in which case such Tax representation and warranty shall survive solely with respect to the matters under such audit and then only to the end of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations such audit period; and (Bii) in Section 4.25 (environment) but only if no applicable statute of limitations existsand to the extent that such representation and warranty relates to the property known as 00 Xxxxx Xxxxx, then five Xxxxxxxxxx, XX, which representation and warranty shall survive until seven (57) years from the Closing Date; Date (as set forth in (i) and (ii) of this sentence, the "SPECIFIC EXPIRATION DATE", together with the General Expiration Date, THE"EXPIRATION DATE"); and provided further, however, that the representations and warranties that are the subject of any Claim pending on the Expiration Date, as provided in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement10.4, fraud and intentional misrepresentation shall survive indefinitelythe Expiration Date until such Claim is finally resolved. All The covenants and agreements of Sellers or Buyer the parties contained in this Merger 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 of the representations and warranties of the Parties 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 Date; provided, however, that: eighteen (i18) 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 month anniversary of the Closing Date, provided except that the representations and warranties set forth in Section 3.1 (Organization) Section 3.3 (Capitalization; Subsidiaries), Section 3.15 (Brokers), Section 4.1 (Organization), Section 4.2 (Authorization) and Section 4.3 (Title to Shares) shall survive for the applicable statute of limitations. The covenants and agreements contained herein which by their terms contemplate performance prior to or at the Closing (the “Pre-Closing Covenants”) will survive until twelve (12) months after the Closing Date. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the Closing (the “Post-Closing Covenants”) shall survive the Closing and remain in full force and effect until the date that is one (1) year following the latest date with respect to which performance of such covenant is required. The indemnification obligations under this Article X in respect of a breach of any representation, warranty, covenant or agreement shall terminate when the survival of the applicable representation, warranty, covenant or agreement terminates pursuant to this Section 10.1; provided, however, 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 obligations under this Article VIII for breach of X with respect to Losses arising prior to such date shall not terminate if 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 Losses is made by the Indemnified Party in force and effectaccordance with this Agreement prior to such date.

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 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 (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 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 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 (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 (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 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 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.