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

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties contained in this Agreement shall terminate on the date that is eighteen (18) months after the Closing Date, except that the representations and warranties set forth in (a) Section 4.15 (Environmental Compliance and Conditions) shall terminate on the date that is thirty-six (36) months after the Closing Date, (b) Section 4.08 (Tax Matters) shall terminate sixty (60) days after the expiration of the applicable statute of limitations and (c) Section 4.01 (Organization and Corporate Power), Section 4.03(a) (Authorization), Section 4.24 (Brokerage), Section 5.01 (Organization and Corporate Power), Section 5.02 (Authority, Validity and Effect), Section 5.03 (Board Vote; Ultimate Shareholder Approval), Sections 5.05(a) and 5.05(b) (Title) and Section 5.08 (Brokerage) (the representations referenced in this Section 9.01(c), collectively, the “Fundamental Representations”) shall survive indefinitely and (d) Section 6.01 (Organization and Corporate Power), Section 6.02 (Authorization, Valid and Binding Agreement) and Section 6.06 (Brokerage) (the representations referenced in this Section 9.01(d), collectively, the “Purchaser Fundamental Representations”) shall survive indefinitely. The covenants contained in this Agreement shall survive in accordance with the terms thereof, provided that the indemnification obligations under Section 9.02(a)(iv) shall terminate on the date that is three (3) years after the Closing Date. No claim for indemnification hereunder for breach of any such representations, warranties or covenants may be made after the expiration of the applicable survival period.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties contained in Article III, Article IV and Article V of this Agreement shall terminate on the date that is eighteen (18) 18 months after the Closing Date (the “Survival Period Termination Date”); provided, except however, that the representations and warranties set forth contained in Section 3.01 (a) Authorization of Transaction; Organization and Status of Sellers), Section 4.15 3.02 (Environmental Compliance and Conditions) shall terminate on the date that is thirtyNon-six Contravention), Section 3.03 (36) months after the Closing DateBrokerage), Section 3.04 (b) Section 4.08 (Tax Matters) shall terminate sixty (60) days after the expiration of the applicable statute of limitations and (c) Company Shares), Section 4.01 (Organization and Corporate PowerPower of Company), Section 4.03(a) 4.02 (AuthorizationSubsidiaries), Section 4.24 4.03 (Authorization; No Breach; Valid and Binding Agreement), Section 4.04 (Capital Stock), Section 4.18 (Brokerage), Section 5.01 (Organization and Corporate Power), Section 5.02 (Authority, Validity Authorization; No Breach; Valid and EffectBinding Agreement), Section 5.03 5.04 (Board Vote; Ultimate Shareholder Approval), Sections 5.05(a) and 5.05(b) (TitleBrokerage) and Section 5.08 5.05 (BrokeragePurchaser Parent Stock) shall survive indefinitely (the representations referenced in this Section 9.01(c), collectively, the “Fundamental Representations”); provided further, that the representations and warranties contained in Section 3.07 (Residency), Section 4.08 (Tax Matters) and Section 4.12 (Employee Benefit Plans) shall survive indefinitely and until the date that is 60 days after the expiration of the respective applicable statute of limitations for such item (d) Section 6.01 (Organization and Corporate Power), Section 6.02 (Authorization, Valid and Binding Agreement) and Section 6.06 (Brokerage) (the representations referenced in this Section 9.01(d), collectively, the “Purchaser Fundamental Tax Representations”); provided further that the representations and warranties contained in Section 4.24 (Health Care Regulatory Compliance) and Section 4.25 (HIPAA and Privacy Laws) shall survive indefinitelyuntil the date that is 24 months after the Closing Date (collectively, the “Additional Representations”); provided further that the representations and warranties contained in Section 4.10 (Intellectual Property) shall survive until the date that is 36 months after the Closing Date (the “IP Representations”). The agreements and covenants contained set forth in this Agreement shall survive in accordance with their respective terms, and if no specific term is specified, shall survive the terms thereofexpiration of the respective applicable statute of limitations for such item. For the avoidance of doubt, provided that the indemnification obligations under claims related to Spreadsheet Losses, Pre-Closing Stock Transactions, Convertible Securities Matters, and Pre-Closing Tax Matters (each as described in Section 9.02(a)(iv8.02 below) shall terminate on the date that is three (3) years after the Closing Datesurvive indefinitely. No claim for indemnification hereunder for breach of any such representations, warranties warranties, covenants or covenants agreements may be made after the expiration of the applicable survival period. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement is given to the other party in accordance with Section 8.05 within the applicable survival period, the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties contained warranties, and the covenants, agreements and other provisions in this Agreement that are required to be performed on or prior to the Closing, shall survive the Closing and shall terminate on the date that which is the earlier of (i) ten (10) days following the date of filing of Guarantor’s 10-K for the year ended December 31, 2010 and (ii) eighteen (18) months after following the Closing Date; provided, except however, that the representations and warranties set forth in (a) Section 4.15 shall survive the Closing for a period of four (Environmental Compliance 4) years; provided, further, that the obligation of Seller to indemnify and Conditionshold the Buyer Indemnitees harmless against the items listed in Sections 8.02(a)(vi) and 8.02(a)(vii) shall terminate on survive the date Closing for a period of ten (10) years; provided, further, that is thirty-six (36) months after the representations and warranties set forth in the first sentence of Section 4.01, the first sentence of Section 4.03(a), Section 4.04(a), Section 4.08, Section 4.13, Section 4.10(b), Section 4.18, Section 4.19, Section 5.01, the first sentence of Section 5.02, Section 5.06 and the covenants, agreements and other provisions that contemplate performance following the Closing Date, (b) Section 4.08 (Tax Matters) shall terminate sixty (60) days after survive until the expiration of the applicable statute of limitations (including any applicable extensions) plus thirty (30) days. For the avoidance of doubt, the representations and (c) warranties set forth in Section 4.01 (Organization and Corporate Power4.08(f), Section 4.03(a) (Authorization4.08(g), Section 4.24 4.08(k) and Section 4.08(l) shall survive for the statute of limitations (Brokerageincluding 52 any applicable extensions) applicable to each taxable year in which the net operating loss carryovers, interest deductions deferred under Code Section 163(j) or research credit under Code Section 41 (in each case as referred to in Section 4.08(f), Section 5.01 (Organization and Corporate Power4.08(g), Section 5.02 (Authority, Validity and Effect4.08(k) or Section 4.08(l)), Section 5.03 as applicable, are utilized or available for utilization plus (Board Vote; Ultimate Shareholder Approval), Sections 5.05(a30) and 5.05(b) (Title) and Section 5.08 (Brokerage) (the representations referenced in this Section 9.01(c), collectively, the “Fundamental Representations”) shall survive indefinitely and (d) Section 6.01 (Organization and Corporate Power), Section 6.02 (Authorization, Valid and Binding Agreement) and Section 6.06 (Brokerage) (the representations referenced in this Section 9.01(d), collectively, the “Purchaser Fundamental Representations”) shall survive indefinitelydays. The covenants contained in ability of any Person to receive indemnification under this Agreement shall survive in accordance with the terms thereof, provided that the indemnification obligations under Section 9.02(a)(iv) Article VIII shall terminate on the applicable survival termination date that is three (3) years after the Closing Date. No as set forth in this Section 8.01), unless such Person shall have made a claim for indemnification hereunder pursuant to this Article VIII prior to such survival termination date, as applicable. If a Person has made a claim for breach of any indemnification pursuant to this Article VIII prior to such representationssurvival termination date, warranties or covenants may then such claim (and only such claim), if then unresolved, shall not be made after extinguished by the expiration passage of the applicable survival periodtermination date set forth in this Section 8.01.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations Except to the extent a different period is expressly set forth herein, the representations, warranties, covenants (other than post-Closing covenants and warranties contained agreements), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date that which is eighteen twelve (1812) months after the Closing Date (the “Survival Period Termination Date”); provided, except however, that the representations and warranties (a) of the Company set forth in (a) Section 4.15 (Environmental Compliance and Conditions) shall terminate on the date that is thirty-six (36) months after the Closing Date, (b) Section 4.08 (Tax Matters) shall terminate sixty (60) days after the expiration of the applicable statute of limitations and (c) Section 4.01 (Organization and Corporate Power), Section 4.02(a) (Subsidiaries), Section 4.03(a) (Authorization; No Breach; Valid and Binding Agreement), and Section 4.24 4.04 (BrokerageCapital Stock), (b) of the Purchaser set forth in Section 5.01 (Organization and Corporate Power), ) and Section 5.02 (Authority, Validity and Effect), Section 5.03 (Board Vote; Ultimate Shareholder Approval), Sections 5.05(a) and 5.05(bAuthorization) (Title) and Section 5.08 (Brokerage) (the representations referenced in this Section 9.01(c), collectively, the parties’ “Fundamental Representations”) and (c) of the Company set forth in Section 4.08 (Tax Matters), shall survive indefinitely and the Closing until the five (d5) Section 6.01 (Organization and Corporate Power)year anniversary of the Closing Date with respect to the particular matters that are the subject thereof. Except as provided in the preceding sentence, Section 6.02 (Authorization, Valid and Binding Agreement) and Section 6.06 (Brokerage) (on the representations referenced in this Section 9.01(d), collectivelySurvival Period Termination Date, the “Purchaser Fundamental Representations”) shall survive indefinitely. The representations, warranties, covenants contained and agreements of the parties in this Agreement shall terminate and have no further force and effect; provided, however, that all post-Closing covenants and agreements contained herein shall survive in accordance with the terms thereof, provided that the indemnification obligations under Section 9.02(a)(iv) shall terminate on the date their respective terms. Any representation or warranty that is three (3) years after the Closing Date. No subject of a claim for indemnification hereunder for breach of any which notice to the Representative or Purchaser, as applicable, is given in writing setting forth the specific claim and the basis therefor in reasonable detail prior to the Survival Period Termination Date shall survive with respect to such representations, warranties or covenants may be made after claim until the expiration of the applicable survival periodfinal resolution thereof.