Common use of Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification Clause in Contracts

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein, in the Ancillary Agreements and in any certificate delivered pursuant hereto or thereto shall survive the Closing as follows: (i) the Purchaser Fundamental Reps and the Vendor Group Fundamental Reps shall survive indefinitely; (ii) the Tax Reps and the indemnification obligations set forth in Section 10.1 shall survive for three years following the Closing, provided, that (X) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim Period, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return shall survive for three years following the filing of such Tax Return, and (Y) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time of the Closing shall survive for 60 days after the expiration of the applicable statute of limitations period; (iii) all other representations and warranties shall survive for twelve months following the Closing; (iv) the covenants set forth in Section 9.4 shall survive for three years following the Closing; (v) the covenants to be performed at or before the Closing shall survive for one year following the Closing; and (vi) all other covenants shall survive for two years following the time at which such covenants are required to be performed. The rights of each Purchaser Indemnitee under Section 10.2(1), and the rights of each Vendor Indemnitee under Section 10.3(1), after the Closing shall not be affected by any knowledge at or before the execution hereof or at or before the Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge came from any Vendor, any Purchaser or any other Person, or any waiver of condition set forth in Article 6. The obligations to indemnify and hold harmless any Indemnified Party (i) pursuant to Section 10.2(1)(a) or Section 10.3(1)(a) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.5, (ii) pursuant to Section 10.2(1)(b) or Section 10.3(1)(b) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (iv) pursuant to the other clauses of Section 10.2 and Section 10.3 shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 to the Indemnifying Party. In addition, if the Indemnified Party, during the applicable period referred to in the preceding sentence, becomes aware of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations to indemnify and hold harmless shall not terminate with respect to such Potential Tax Claim or potential Third Party Claim if the Indemnified Party notifies the Indemnifying Party of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable period, whether or not a claim is actually made or threatened against the Indemnified Party during such period.

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein, in the Ancillary Agreements and in any certificate delivered pursuant hereto or thereto shall survive the Closing as follows: (ia) the Purchaser Fundamental Reps and the Vendor Group Fundamental Reps Representations shall survive indefinitelyuntil the six (6) year anniversary of the Closing; (ii) the Tax Reps and the indemnification obligations set forth in Section 10.1 shall survive for three years following the Closing, provided, that (X) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim Period, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return shall survive for three years following the filing of such Tax Return, and (Y) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time of the Closing shall survive for 60 days after the expiration of the applicable statute of limitations period; (iiib) all other representations and warranties shall survive for twelve months following through the ClosingTermination Date (except that the representations and warranties relating to Taxes contained in Section 3.15 and Section 3.25 shall survive through the Statute of Limitations Termination Date); (iv) the covenants set forth in Section 9.4 shall survive for three years following the Closing; (vc) the covenants to be performed at or before the Closing shall survive for until one year following hundred thirty-five (135) days after the Closing; and (vid) all other covenants shall survive for two years one hundred thirty-five (135) days following the time at which such covenants are required to be performed. The rights of each Purchaser PEGC I Indemnitee under Section 10.2(110.01(a), and the rights of each Vendor Contributor Indemnitee under Section 10.3(110.02(a), after the Closing shall not be affected by any knowledge at or before the execution hereof or at or before the Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge came from any VendorContributor, any Purchaser PEGC I OP or any other Person, or any waiver of condition set forth in Article 6VII. The obligations to indemnify and hold harmless any Indemnified Party party: (iw) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (x) pursuant to Section 10.2(1)(a10.01(a)(i) or Section 10.3(1)(a10.02(a)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.5, 10.05; (iiy) pursuant to Section 10.2(1)(b8.01(a)(iv), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii) or Section 10.3(1)(b10.02(a)(ii) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 10.05; and (ivz) pursuant to the other clauses of Section 10.2 10.01(a) and Section 10.3 10.02(a) shall not terminateterminate on the Termination Date; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item Losses as to which (1) the PEGC Disclosure Committee has determined a claim may be made, but such claim has not been communicated to the Special Committee pursuant to Section 10.04, (2) the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 10.06 to the Indemnifying Party. In additionParty specifying, if the Indemnified Partybasis of the claim and, during to the extent practical, the Losses incurred prior to the expiration of the applicable period referred or (3) to in the preceding sentence, becomes aware extent arising out of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations to indemnify and hold harmless shall not terminate with respect to such Potential Tax Claim or potential Third Third-Party Claim if (including any claim by any Governmental Entity), (x) such Losses were asserted in writing prior to the Indemnified Party notifies the Indemnifying Party expiration of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable period, whether or not a (y) such claim is made in respect of a reasonably estimated amount of Losses (if then known or estimable) reasonably expected to arise in connection with such Third-Party Claim and (z) such Third-Party Claim has been actually made commenced or threatened against the Indemnified Party during such periodthreatened.

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. (a) The representations, warranties, covenants and agreements contained herein, in the any Ancillary Agreements Agreement and in any certificate delivered pursuant hereto or thereto shall survive the Closing solely for purposes of this Article IX as follows: : (i) the Purchaser Fundamental Reps and the Vendor Group Fundamental Reps Representations shall survive indefinitelyindefinitely following the Closing; (ii) the Tax Reps and the indemnification obligations set forth in Section 10.1 shall survive for three years following the Closing, provided, that (X) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim Period, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return shall survive for three years following the filing of such Tax Return, and (Y) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time of the Closing shall survive for 60 days after the expiration of the applicable statute of limitations period; (iii) all other representations and warranties shall survive for twelve months following the Closing; two (iv2) the covenants set forth in Section 9.4 shall survive for three years following the Closing; (v) the covenants to be performed at or before the Closing shall survive for one year following the Closing; and (viiii) all other covenants shall survive for two years the Closing and terminate upon the expiration of the applicable statute of limitations following the time at which such covenants are required to be performed. The rights of each Purchaser Indemnitee under Section 10.2(1), and the rights of each Vendor Indemnitee under Section 10.3(1), after the Closing shall not be affected by any knowledge at or before the execution hereof or at or before the Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge came from any Vendor, any Purchaser or any other Person, or any waiver of condition set forth in Article 6. . (b) The obligations to indemnify and hold harmless any Indemnified Party party (i) pursuant to Section 10.2(1)(a9.01(a)(i) (Indemnification by Seller Indemnifying Parties) or Section 10.3(1)(a9.02(a)(i) (Indemnification by Purchaser Indemnifying Parties) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.59.04, and (ii) pursuant to Section 10.2(1)(b9.01(a)(ii) (Indemnification by Seller Indemnifying Parties) or Section 10.3(1)(b9.02(a)(ii) (Indemnification by Purchaser Indemnifying Parties) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 9.04 and (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (iv) pursuant to the other clauses of Section 10.2 and 9.01(a) (Indemnification by Seller Indemnifying Parties) or Section 10.3 9.02(a) (Indemnification by Purchaser Indemnifying Parties) shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 9.05 (Procedures) to the Indemnifying Party. In addition, if the Indemnified Party, during the applicable period referred to in the preceding sentence, becomes aware of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations to indemnify and hold harmless shall not terminate with respect to such Potential Tax Claim or potential Third Party Claim if the Indemnified Party notifies the Indemnifying Party of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable period, whether or not a claim is actually made or threatened against the Indemnified Party during such period.

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, warranties and the covenants and agreements contained herein, in the Ancillary Agreements herein and in any certificate delivered pursuant hereto or thereto shall survive the Closing as follows: (ia) subject to clause (b) below, the covenants and agreements contained herein shall not terminate; and (b) the Purchaser Seller Fundamental Reps and the Vendor Group Fundamental Reps shall survive indefinitely; (ii) the Tax Reps and the indemnification obligations set forth in Section 10.1 shall survive for three years following the Closing, provided, that (X) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim PeriodRepresentations, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return shall survive for three years following Specified Representations, the filing of such Tax Return, Buyer Fundamental Representations and (Y) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time of the Closing shall survive for 60 days after the expiration of the applicable statute of limitations period; (iii) all other representations and warranties shall survive for twelve months following the Closing; (iv) the covenants set forth in Section 9.4 7.12(j) (other than the covenant set forth in clause (iii) of Section 7.12(j)) shall survive for three six (6) years following after the Closing; (vc) the covenants to be performed at or before Seller Representations shall survive (i) for twelve (12) months after the Closing for all purposes of this Agreement, and (ii) until the expiration of the term of the Representations and Warranties Insurance Policy for purposes of the Representations and Warranties Insurance Policy; (d) all representations and warranties of the Buyer (other than the Buyer Fundamental Representations) shall survive for one year following twelve (12) months after the Closing; and (vie) all other covenants the covenant set forth in clause (iii) of Section 7.12(j) shall survive for two years following the time at which such covenants are required to be performed. The rights of each Purchaser Indemnitee under Section 10.2(1), and the rights of each Vendor Indemnitee under Section 10.3(1), twelve (12) months after the Closing shall not be affected by any knowledge at or before the execution hereof or at or before the Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge came from any Vendor, any Purchaser or any other Person, or any waiver of condition set forth in Article 6Closing. The obligations to indemnify and hold harmless any Indemnified Party party (iA) pursuant to Section 10.2(1)(a11.1(a)(i) or and Section 10.3(1)(a11.1(b)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.511.3, (ii) pursuant to Section 10.2(1)(b) or Section 10.3(1)(b) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (ivB) pursuant to the other clauses of Section 10.2 11.1(a) and Section 10.3 11.1(b) shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 11.4 to the Indemnifying Party. In additionParty or, if the Indemnified Party, during the applicable period referred to in the preceding sentence, becomes aware case of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations any obligation to indemnify and hold harmless shall not terminate under Section 7.12(j), with respect to such Potential Tax Claim or potential Third Party Claim if any item as to which the Indemnified Party notifies shall have, before the Indemnifying Party expiration of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable period, whether or not properly made a claim is actually made in good faith under the Representations and Warranties Insurance Policy or threatened against the Indemnified Party during such periodany amended or replacement policy.

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein, in the Ancillary Agreements and in any certificate the Certificates delivered pursuant hereto or thereto to Article VI and Article VIA hereof, shall survive the Closing as follows: (i) the Purchaser Fundamental Reps and the Vendor Group Fundamental Reps Representations shall survive indefinitelynot terminate; (ii) the Tax Reps representations and the indemnification obligations warranties set forth in Section 10.1 3.15 shall survive for three years following the Closing, provided, that (X) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim Period, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return shall survive for three years following the filing of such Tax Return, and (Y) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time of the Closing shall survive for 60 days after until the expiration of the applicable statute of limitations periodlimitations; and (iii) all other representations and warranties shall survive for twelve 18 months following the First Closing; (iv) the covenants set forth in Section 9.4 shall survive for three years following the Closing; (v) the covenants to be performed at or before the related Closing shall survive for one year following the related Closing; and (viv) all other covenants shall not terminate provided that Section 5.04 shall survive for two years following the time at which such covenants are required to be performedFirst Closing or the termination of this Agreement, whichever first occurs. The rights of each Purchaser Indemnitee under Section 10.2(1), 8.01 (Indemnification by the Company) and the rights of each Vendor Company Indemnitee under Section 10.3(1), 8.02 (Indemnification by the Purchaser) after the related Closing shall not be affected by any knowledge Knowledge at or before the execution hereof or at or before the related Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge Knowledge came from any Vendor, any the Purchaser or any other Person, or any waiver of condition set forth in Article 6VI or Article VIA. The obligations to indemnify and hold harmless any Indemnified Party party (i) pursuant to Section 10.2(1)(a8.01(a)(i) (Indemnification by the Company) or Section 10.3(1)(a8.02(i) (Indemnification by the Purchaser) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.58.04, (ii) pursuant to Section 10.2(1)(b8.01(a)(ii) (Indemnification by the Company) or Section 10.3(1)(b8.02(a)(ii) (Indemnification by the Purchaser) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 8.04 and (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (iv) pursuant to the other clauses Table of Section 10.2 and Section 10.3 shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 to the Indemnifying Party. In addition, if the Indemnified Party, during the applicable period referred to in the preceding sentence, becomes aware of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations to indemnify and hold harmless shall not terminate with respect to such Potential Tax Claim or potential Third Party Claim if the Indemnified Party notifies the Indemnifying Party of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable period, whether or not a claim is actually made or threatened against the Indemnified Party during such period.Contents

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein, in the Ancillary Agreements herein and in any certificate delivered pursuant hereto or thereto shall survive the Closing as follows: (i) the Purchaser Fundamental Reps and the Vendor Group Fundamental Reps Representations shall survive indefinitelyuntil the sixth (6th) anniversary of the Closing Date; (ii) the Tax Reps Purchaser’s representations and the indemnification obligations warranties set forth in Section 10.1 Article IV (other than Purchaser Fundamental Representations) shall survive for three years twelve (12) months following the Closing, provided, that ; (Xiii) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim Period, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return Purchaser Fundamental Representations shall survive for three years following until the filing of such Tax Return, and sixth (Y6th) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time anniversary of the Closing shall survive for 60 days after the expiration of the applicable statute of limitations periodDate; (iiiiv) all other representations and warranties shall survive for twelve months following the Closing; (iv) the covenants set forth in Section 9.4 shall survive for three years following only until the Closing; (v) the covenants to be performed at or before the Closing shall survive for one year twelve (12) months following the Closing; and (vi) all other covenants shall survive for two years twelve (12) months following the time at end of the period in which such covenants are required to be performed. The rights of each Purchaser Indemnitee under Section 10.2(1), and the rights of each Vendor Indemnitee under Section 10.3(1), after the Closing shall not be affected by any knowledge at or before the execution hereof or at or before the Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge came from any Vendor, any Purchaser or any other Person, or any waiver of condition set forth in Article 6. The obligations to indemnify and hold harmless any Indemnified Party party (i) pursuant to Section 10.2(1)(a8,02(a)(i) or (Indemnification), Section 10.3(1)(a8,03(a)(i)(A) (Indemnification) and Section 8,03(a)(ii) (Indemnification) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.58,05 (Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification), (ii) pursuant to Section 10.2(1)(b8,02(a)(ii) (Indemnification), Section 8.02(a)(iii) (Indemnification) or Section 10.3(1)(b8,03(a)(i)(B) (Indemnification) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 8,05 (Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification) and (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (iv) pursuant to the other clauses of Section 10.2 and Section 10.3 8.02(a) (Indemnification) shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall havehave made a claim by delivering written notice of such claim (or, with respect to a potential Third Party Claim, notice of facts reasonably likely to result in a claim) to the Indemnifying Party before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 to the Indemnifying Party. In addition, if the Indemnified Party, during the applicable period referred to in the preceding sentence, becomes aware of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations to indemnify and hold harmless shall not terminate with respect to such Potential Tax Claim or potential Third Party Claim if the Indemnified Party notifies the Indemnifying Party of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable period, whether or not a claim is actually made or threatened against the Indemnified Party during such period.

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The Except in the case of fraud, the representations, warranties, covenants and agreements contained herein, in the Ancillary Agreements and in any certificate delivered pursuant hereto or thereto herein shall survive the Closing as follows: : (ia) the Purchaser Fundamental Reps and the Vendor Group Fundamental Reps shall survive indefinitely; (ii) the Tax Reps and the indemnification obligations set forth in Section 10.1 Representations shall survive for three years following the Closing, provided, that (X) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim Period, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return shall survive for three years following the filing of such Tax Return, and (Y) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time of the Closing shall survive for 60 45 days after the expiration of the applicable statute of limitations periodlimitations; (iiib) all other representations and warranties in Article II, Article III and Article IV shall survive for twelve months following until the Closingdate that is three (3) years after the Closing Date; and (iv) the covenants set forth in Section 9.4 shall survive for three years following the Closing; (vc) the covenants to be performed prior to, at or before following the Closing shall survive for one year following the Closing; and (vi) all other covenants shall survive for two years following the time at which such covenants are required to be performed. The rights of each Purchaser Indemnitee under Section 10.2(1), and the rights of each Vendor Indemnitee under Section 10.3(1), after the Closing shall not be affected by any knowledge at or before and remain in full force and effect until performed in accordance with their terms. Except in the execution hereof or at or before case of fraud, the Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge came from any Vendor, any Purchaser or any other Person, or any waiver of condition set forth in Article 6. The obligations to indemnify and hold harmless any Indemnified Party (i) pursuant to Section 10.2(1)(a9.01(a)(i), Section 9.01(b)(i) or Section 10.3(1)(a9.02(a)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.59.04, (ii) pursuant to Section 10.2(1)(b9.01(a)(ii), Section 9.01(b)(ii) or Section 10.3(1)(b9.02(a)(ii) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 9.04, and (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (iv) pursuant to the other clauses of Section 10.2 9.01(a), Section 9.01(b) and Section 10.3 9.02(a) shall not terminateterminate when satisfied or performed in accordance with their terms; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall havehave in good faith, before the expiration of the applicable periodsurvival period set forth in this Section 9.04, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 9.05 to the Indemnifying Party. In additionParty (and, if for the Indemnified Partyavoidance of doubt, during such claim need not be filed in a court or other tribunal prior to the expiration of the applicable period referred to in the preceding sentence, becomes aware of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations to indemnify and hold harmless shall not terminate with respect to such Potential Tax Claim or potential Third Party Claim if the Indemnified Party notifies the Indemnifying Party of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable survival period, whether or not a claim is actually made or threatened against the Indemnified Party during such period).

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein, in the Ancillary Agreements and in any certificate the Certificates delivered pursuant hereto or thereto to Article VI and Article VIA hereof, shall survive the Closing as follows: (i) the Purchaser Fundamental Reps and the Vendor Group Fundamental Reps Representations shall survive indefinitelynot terminate; (ii) the Tax Reps representations and the indemnification obligations warranties set forth in Section 10.1 3.15 shall survive for three years following the Closing, provided, that (X) if a request for extension of the time for filing any income Tax Return or other material Tax Return relating to a Pre-Closing Tax Period or Straddle Period of any member of the Target Group is made during the Interim Period, the Vendors’ indemnification obligations set forth in Section 10.1 with respect to such Tax Return shall survive for three years following the filing of such Tax Return, and (Y) the Vendors’ indemnification obligations set forth in Section 10.1 with respect to any audit or court or administrative proceeding pending at the time of the Closing shall survive for 60 days after until the expiration of the applicable statute of limitations periodlimitations; and (iii) all other representations and warranties shall survive for twelve 18 months following the First Closing; (iv) the covenants set forth in Section 9.4 shall survive for three years following the Closing; (v) the covenants to be performed at or before the related Closing shall survive for one year following the related Closing; and (viv) all other covenants shall not terminate provided that Section 5.04 shall survive for two years following the time at which such covenants are required to be performedFirst Closing or the termination of this Agreement, whichever first occurs. The rights of each Purchaser Indemnitee under Section 10.2(1), 8.01 (Indemnification by the Company) and the rights of each Vendor Company Indemnitee under Section 10.3(1), 8.02 (Indemnification by the Purchaser) after the related Closing shall not be affected by any knowledge Knowledge at or before the execution hereof or at or before the related Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge Knowledge came from any Vendor, any the Purchaser or any other Person, or any waiver of condition set forth in Article 6VI or Article VIA. The obligations to indemnify and hold harmless any Indemnified Party party (i) pursuant to Section 10.2(1)(a8.01(a)(i) (Indemnification by the Company) or Section 10.3(1)(a8.02(i) (Indemnification by the Purchaser) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.58.04, (ii) pursuant to Section 10.2(1)(b8.01(a)(ii) (Indemnification by the Company) or Section 10.3(1)(b8.02(a)(ii) (Indemnification by the Purchaser) shall terminate when the applicable covenant terminates in accordance with this Section 10.5 8.04 and (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (iv) pursuant to the other clauses of Section 10.2 and Section 10.3 shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.1 or Section 10.6 to the Indemnifying Party. In addition, if the Indemnified Party, during the applicable period referred to in the preceding sentence, becomes aware of facts or circumstances that are reasonably likely to lead to a Potential Tax Claim or a Third Party Claim, such obligations to indemnify and hold harmless shall not terminate with respect to such Potential Tax Claim or potential Third Party Claim if the Indemnified Party notifies the Indemnifying Party of the general nature of such Potential Tax Claim or potential Third Party Claim during the applicable period, whether or not a claim is actually made or threatened against the Indemnified Party during such period.to