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: (a) the Fundamental Representations shall survive until the six (6) year anniversary of the Closing; (b) all other representations and warranties shall survive through the Termination 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); (c) the covenants to be performed at or before the Closing shall survive until one hundred thirty-five (135) days after the Closing; and (d) all other covenants shall survive for one hundred thirty-five (135) days following the time at which such covenants are required to be performed. The rights of each PEGC I Indemnitee under Section 10.01(a), and the rights of each Contributor Indemnitee under Section 10.02(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 Contributor, PEGC I OP or any other Person, or any waiver of condition set forth in Article VII. The obligations to indemnify and hold harmless any party: (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (x) pursuant to Section 10.01(a)(i) or Section 10.02(a)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.05; (y) pursuant to Section 8.01(a)(iv), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii) or Section 10.02(a)(ii) shall terminate when the applicable covenant terminates in accordance with this Section 10.05; and (z) pursuant to the other clauses of Section 10.01(a) and Section 10.02(a) shall terminate on the Termination Date; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any 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 10.06 to the Indemnifying Party specifying, the basis of the claim and, to the extent practical, the Losses incurred prior to the expiration of the applicable period or (3) to the extent arising out of a Third-Party Claim (including any claim by any Governmental Entity), (x) such Losses were asserted in writing prior to the expiration of the applicable period, (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 commenced or threatened.

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: (ai) the Purchaser Fundamental Representations Reps and the Vendor Group Fundamental Reps shall survive until indefinitely; (ii) the six Tax Reps and the indemnification obligations set forth in Section 10.1 shall survive for three years following the Closing, provided, that (6X) year anniversary if a request for extension of the Closingtime 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; (biii) all other representations and warranties shall survive through for twelve months following the Termination Date Closing; (except that iv) the representations and warranties relating to Taxes contained covenants set forth in Section 3.15 and Section 3.25 9.4 shall survive through for three years following the Statute of Limitations Termination Date)Closing; (cv) the covenants to be performed at or before the Closing shall survive until for one hundred thirty-five (135) days after year following the Closing; and (dvi) all other covenants shall survive for one hundred thirty-five (135) days two years following the time at which such covenants are required to be performed. The rights of each PEGC I Purchaser Indemnitee under Section 10.01(a10.2(1), and the rights of each Contributor Vendor Indemnitee under Section 10.02(a10.3(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 ContributorVendor, PEGC I OP any Purchaser or any other Person, or any waiver of condition set forth in Article VII6. The obligations to indemnify and hold harmless any party: Indemnified Party (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (xi) pursuant to Section 10.01(a)(i10.2(1)(a) or Section 10.02(a)(i10.3(1)(a) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.05; 10.5, (yii) pursuant to Section 8.01(a)(iv), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii10.2(1)(b) or Section 10.02(a)(ii10.3(1)(b) shall terminate when the applicable covenant terminates in accordance with this Section 10.05; 10.5 (iii) pursuant to Section 10.1 shall terminate when such indemnification obligations terminate in accordance with this Section 10.5 and (ziv) pursuant to the other clauses of Section 10.01(a) 10.2 and Section 10.02(a) 10.3 shall terminate on the Termination Datenot terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any Losses item 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 10.06 10.1 or Section 10.6 to the Indemnifying Party specifyingParty. In addition, if the basis of the claim andIndemnified Party, to the extent practical, the Losses incurred prior to the expiration of during the applicable period referred to in the preceding sentence, becomes aware of facts or (3) circumstances that are reasonably likely to the extent arising out of lead to a Third-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 (including any claim by any Governmental Entity), (x) if the Indemnified Party notifies the Indemnifying Party of the general nature of such Losses were asserted in writing prior to the expiration of Potential Tax Claim or potential Third Party Claim during the applicable period, (y) such whether or not a claim is actually made in respect of a reasonably estimated amount of Losses (if then known or estimable) reasonably expected to arise in connection with threatened against the Indemnified Party during such Third-Party Claim and (z) such Third-Party Claim has been actually commenced or threatenedperiod.

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: (a) the Fundamental Representations shall survive until for 45 days after the six (6) year anniversary expiration of the Closingapplicable statute of limitations; (b) all other representations and warranties in Article II, Article III and Article IV shall survive through until the Termination Date date that is three (except that 3) years after the representations Closing Date; and warranties relating to Taxes contained in Section 3.15 and Section 3.25 shall survive through the Statute of Limitations Termination Date); (c) the covenants to be performed prior to, at or before following the Closing shall survive until one hundred thirty-five (135) days after the Closing; and (d) all other covenants shall survive for one hundred thirty-five (135) days following the time at which such covenants are required to be performed. The rights of each PEGC I Indemnitee under Section 10.01(a), and the rights of each Contributor Indemnitee under Section 10.02(a), 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 Contributor, PEGC I OP or any other Person, or any waiver of condition set forth in Article VII. The obligations to indemnify and hold harmless any party: Party (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (xi) pursuant to Section 10.01(a)(i9.01(a)(i), Section 9.01(b)(i) or Section 10.02(a)(i9.02(a)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.05; 9.04, (yii) pursuant to Section 8.01(a)(iv9.01(a)(ii), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii9.01(b)(ii) or Section 10.02(a)(ii9.02(a)(ii) shall terminate when the applicable covenant terminates in accordance with this Section 10.05; 9.04, and (ziii) pursuant to the other clauses of Section 10.01(a9.01(a), Section 9.01(b) and Section 10.02(a9.02(a) shall terminate on the Termination Datewhen 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 Losses item 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 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 10.06 9.05 to the Indemnifying Party specifying, the basis of the claim (and, to for the extent practicalavoidance of doubt, the Losses incurred such claim need not be filed in a court or other tribunal prior to the expiration of the applicable period or (3) to the extent arising out of a Third-Party Claim (including any claim by any Governmental Entitysurvival period), (x) such Losses were asserted in writing prior to the expiration of the applicable period, (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 commenced or threatened.

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: (a) subject to clause (b) below, the covenants and agreements contained herein shall not terminate; and (b) the Seller Fundamental Representations, the Specified Representations, the Buyer Fundamental Representations and the covenants set forth in Section 7.12(j) (other than the covenant set forth in clause (iii) of Section 7.12(j)) shall survive until the for six (6) year anniversary of years after the Closing; (b) all other representations and warranties shall survive through the Termination 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); (c) 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 until one hundred thirty-five for twelve (13512) days months after the Closing; and (de) all other covenants the covenant set forth in clause (iii) of Section 7.12(j) shall survive for one hundred thirty-five twelve (13512) days following the time at which such covenants are required to be performed. The rights of each PEGC I Indemnitee under Section 10.01(a), and the rights of each Contributor Indemnitee under Section 10.02(a), 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 Contributor, PEGC I OP or any other Person, or any waiver of condition set forth in Article VIIClosing. The obligations to indemnify and hold harmless any party: party (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (xA) pursuant to Section 10.01(a)(i11.1(a)(i) or and Section 10.02(a)(i11.1(b)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.05; (y) pursuant to Section 8.01(a)(iv)11.3, Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii) or Section 10.02(a)(ii) shall terminate when the applicable covenant terminates in accordance with this Section 10.05; and (zB) pursuant to the other clauses of Section 10.01(a11.1(a) and Section 10.02(a11.1(b) shall terminate on the Termination Datenot terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any Losses item 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 10.06 11.4 to the Indemnifying Party specifyingor, in the basis case of the claim and, any obligation to the extent practical, the Losses incurred prior to the expiration of the applicable period or (3) to the extent arising out of a Third-Party Claim (including any claim by any Governmental Entityindemnify under Section 7.12(j), (x) such Losses were asserted in writing prior with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable period, (y) such properly made a claim is made in respect of a reasonably estimated amount of Losses (if then known good faith under the Representations and Warranties Insurance Policy or estimable) reasonably expected to arise in connection with such Third-Party Claim and (z) such Third-Party Claim has been actually commenced any amended or threatenedreplacement 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: (ai) the Fundamental Representations shall not terminate; (ii) the representations and warranties set forth in Section 3.15 shall survive until the six (6) year anniversary expiration of the Closingapplicable statute of limitations; and (biii) all other representations and warranties shall survive through for 18 months following the Termination 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)First Closing; (civ) the covenants to be performed at or before the related Closing shall survive until for one hundred thirty-five (135) days after year following the related Closing; and (dv) all other covenants shall not terminate provided that Section 5.04 shall survive for one hundred thirty-five (135) days 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 PEGC I Purchaser Indemnitee under Section 10.01(a), 8.01 (Indemnification by the Company) and the rights of each Contributor Company Indemnitee under Section 10.02(a), 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 Contributor, PEGC I OP the Purchaser or any other Person, or any waiver of condition set forth in Article VIIVI or Article VIA. The obligations to indemnify and hold harmless any party: party (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (xi) pursuant to Section 10.01(a)(i8.01(a)(i) (Indemnification by the Company) or Section 10.02(a)(i8.02(i) (Indemnification by the Purchaser) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.05; 8.04, (yii) pursuant to Section 8.01(a)(iv), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii8.01(a)(ii) (Indemnification by the Company) or Section 10.02(a)(ii8.02(a)(ii) (Indemnification by the Purchaser) shall terminate when the applicable covenant terminates in accordance with this Section 10.05; 8.04 and (ziii) pursuant to the other clauses of Section 10.01(a) and Section 10.02(a) shall terminate on the Termination Date; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any 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 10.06 to the Indemnifying Party specifying, the basis of the claim and, to the extent practical, the Losses incurred prior to the expiration of the applicable period or (3) to the extent arising out of a Third-Party Claim (including any claim by any Governmental Entity), (x) such Losses were asserted in writing prior to the expiration of the applicable period, (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 commenced or threatened.to

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: (ai) the Fundamental Representations shall not terminate; (ii) the representations and warranties set forth in Section 3.15 shall survive until the six (6) year anniversary expiration of the Closingapplicable statute of limitations; and (biii) all other representations and warranties shall survive through for 18 months following the Termination 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)First Closing; (civ) the covenants to be performed at or before the related Closing shall survive until for one hundred thirty-five (135) days after year following the related Closing; and (dv) all other covenants shall not terminate provided that Section 5.04 shall survive for one hundred thirty-five (135) days 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 PEGC I Purchaser Indemnitee under Section 10.01(a), 8.01 (Indemnification by the Company) and the rights of each Contributor Company Indemnitee under Section 10.02(a), 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 Contributor, PEGC I OP the Purchaser or any other Person, or any waiver of condition set forth in Article VIIVI or Article VIA. The obligations to indemnify and hold harmless any party: party (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (xi) pursuant to Section 10.01(a)(i8.01(a)(i) (Indemnification by the Company) or Section 10.02(a)(i8.02(i) (Indemnification by the Purchaser) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.05; 8.04, (yii) pursuant to Section 8.01(a)(iv), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii8.01(a)(ii) (Indemnification by the Company) or Section 10.02(a)(ii8.02(a)(ii) (Indemnification by the Purchaser) shall terminate when the applicable covenant terminates in accordance with this Section 10.05; 8.04 and (ziii) pursuant to the other clauses Table of Section 10.01(a) and Section 10.02(a) shall terminate on the Termination Date; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any 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 10.06 to the Indemnifying Party specifying, the basis of the claim and, to the extent practical, the Losses incurred prior to the expiration of the applicable period or (3) to the extent arising out of a Third-Party Claim (including any claim by any Governmental Entity), (x) such Losses were asserted in writing prior to the expiration of the applicable period, (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 commenced or threatened.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: (ai) the Fundamental Representations shall survive until the six sixth (66th) year anniversary of the Closing Date; (ii) the Purchaser’s representations and warranties set forth in Article IV (other than Purchaser Fundamental Representations) shall survive for twelve (12) months following the Closing; (biii) the Purchaser Fundamental Representations shall survive until the sixth (6th) anniversary of the Closing Date; (iv) all other representations and warranties shall survive through only until the Termination 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)Closing; (cv) the covenants to be performed at or before the Closing shall survive until one hundred thirty-five for twelve (13512) days after months following the Closing; and (dvi) all other covenants shall survive for one hundred thirty-five twelve (13512) days months following the time at end of the period in which such covenants are required to be performed. The rights of each PEGC I Indemnitee under Section 10.01(a), and the rights of each Contributor Indemnitee under Section 10.02(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 Contributor, PEGC I OP or any other Person, or any waiver of condition set forth in Article VII. The obligations to indemnify and hold harmless any party: party (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (xi) pursuant to Section 10.01(a)(i8,02(a)(i) or (Indemnification), Section 10.02(a)(i8,03(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 10.058,05 (Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification), (yii) pursuant to Section 8.01(a)(iv8,02(a)(ii) (Indemnification), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii8.02(a)(iii) (Indemnification) or Section 10.02(a)(ii8,03(a)(i)(B) (Indemnification) shall terminate when the applicable covenant terminates in accordance with this Section 10.058,05 (Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification) and (ziii) pursuant to the other clauses of Section 10.01(a8.02(a) and Section 10.02(a(Indemnification) shall terminate on the Termination Datenot terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any Losses item 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 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 10.06 to the Indemnifying Party specifying, the basis of the claim and, to the extent practical, the Losses incurred prior to the expiration of the applicable period or (3) to the extent arising out of a Third-Party Claim (including any claim by any Governmental Entity), (x) such Losses were asserted in writing prior to the expiration of the applicable period, (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 commenced or threatened.