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

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained made by Sellers and, prior to the Closing, the Companies in this Agreement will or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until 5:00 p.m. New York (and claims based upon or arising out of such representations and warranties may be asserted at any time on before but in no event after) the date which that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing Dateor (y) the satisfaction of the Holdback Condition, provided that and (ii) there shall be no limitation on the Fundamental Representations and time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties contained in Section 3.5 will survive until to the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement extent provided herein shall survive in accordance with their respective terms. (c) Notices for claims not affect a party in respect of any claim made by such party in reasonable detail in a breach of a representation, warranty, covenant or agreement must be delivered writing received by the Indemnifying Party prior to the expiration of the applicable survival periods set forth period provided herein. The covenants and agreements of the parties contained in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, survive the Closing in perpetuity; provided that if, claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claimobligations pursuant to Section 12.2(a)(iii), such claim Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall continue survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding Section 12.3(c) hereof shall expire on the passing of such applicable datedate that is eighteen (18) months from the Closing Date; provided, further, however, that any formal Action (which for the avoidance expiration of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification proceduresobligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or as applicable, prior to the third anniversary of the date on which the claim notice in respect expiration of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than eighteen (i18) six month period (6) years after or the Closing Date applicable period described above with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in obligations arising under Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.59.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. Subject to the limitations and other provisions of this Agreement: (a) The the representations and warranties of Seller and Purchaser contained in this Agreement, or in any certificate delivered pursuant to this Agreement, and the covenants and agreements of Seller and Purchaser contained in this Agreement will which by their terms are required to be performed on or before the Closing (the "Pre-Closing Covenants"), shall survive the Closing and shall remain in full force and effect for a period of 15 months after the Closing Date; provided, however, that (x) the representations and warranties contained in Sections 4.4, 4.5(a) and 4.5(b) shall survive the Closing and remain in full force and effect until 5:00 p.m. New York time on the earlier of (i) the date which is eighteen that the entire Indemnification Escrow Amount has been released from escrow in accordance with Section 2.3(b) and the Indemnification Escrow Agreement and (18ii) months following the third (3rd) annual anniversary of the Closing Date, provided that the Fundamental Representations and (y) the representations and warranties contained in Section 3.5 will 4.9 shall survive the Closing and remain in effect until the date that is sixty days following earliest of (i) the expiration of the applicable statute of limitations. , (bii) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice entire Indemnification Escrow Amount has been released from escrow in respect accordance with Section 2.3(b) and the Indemnification Escrow Agreement and (iii) the third (3rd) annual anniversary of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations Date, and warranties other than the Fundamental Representations and (z) the representations and warranties contained in Section 3.54.10 shall not survive the Closing (it being agreed that indemnification for Tax matters shall be governed solely by Article X; provided, or however, that Sections 9.5 and 9.6 shall apply to any such matters); and (iib) seven (7) years each covenant and agreement of Seller and Purchaser contained in this Agreement which by its terms requires performance after the Closing Date with respect to (a breach of "Post-Closing Covenant") shall survive the Fundamental Representations Closing and shall remain in full force and effect until such covenant or the representations and warranties contained in Section 3.5agreement is performed.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the last three (a3) The sentences of this Section 9.1, the representations and warranties of the Seller and the Shareholders on the one hand, and the Purchaser and Parent on the other hand, contained in this Agreement shall survive until the second anniversary of the Closing Date, except that the representations and warranties set forth in each of Section 3.9, Section 3.17, Section 3.20 and Section 3.25 shall survive until the expiration of the statute of limitations applicable to the subject matter addressed thereunder. The covenants and agreements of the Seller and the Shareholders on the one hand, and of the Purchaser and Parent on the other hand, contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with by their own respective terms. (c) Notices for claims in respect of a breach of a , they have been fully performed. Any representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification would otherwise terminate in accordance with this Article VII 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 10 on or prior to the third anniversary of the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any breach of the representations and warranties other than the Fundamental Representations and the representations and warranties representation or warranty contained in Section 3.5this Agreement made by any party or any written information furnished by any party that was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by any or all of the Seller or the Shareholders in this Agreement or any information furnished or caused to be furnished by any or all of the Seller or the Shareholders to the Purchaser or Parent that is incorporated in, or (ii) seven (7) years after is the Closing Date basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with respect to a breach any Purchaser Financing Transaction shall survive until the expiration of the Fundamental Representations all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or the representations and warranties contained omissions in Section 3.5such documents.

Survival of Representations, Warranties, Covenants and Agreements. (ai) The None of the representations and warranties of Seller and Purchaser Sellers or the Company contained in this Agreement will survive the Closing until 5:00 p.m. New York time on Date, all such representations and warranties shall terminate and expire upon the date which is eighteen (18) months following occurrence of the Closing, and there shall be no liability after the Closing Date, provided in respect thereof; except that the Fundamental Representations and the representations and warranties contained in Section 3.5 4.1 (Organization and Authority of the Company to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4(a) (Title), and Section 4.30 (No Brokers) (collectively, the “Seller Fundamental Representations”) will survive the Closing until the date that is expiration of all applicable statutes of limitations (giving effect to any waiver, or extension thereof), the representations and warranties made in Section 4.9 (Taxes) (the “Tax Representations”) will survive the Closing until sixty (60) days following the expiration of the all applicable statute of limitations. limitations (bgiving effect to any waiver, or extension thereof), the representations and warranties made in Section 4.33 (Prospectus Disclosures) The (together with the Seller Fundamental Representations and the Tax Representations, the “Seller Excluded Representations”) will survive the Closing for a period of three (3) years, and the Seller Individual Representations (other than those constituting Seller Fundamental Representations) will survive the Closing for the Representation Survival Period. Any claim made by Buyer for a breached Seller Excluded Representation or a breached Seller Individual Representation contained in this Agreement must be initiated by Buyer or the SPAC prior to the above-referenced expiration date. Any written claim for breach of representation and warranty delivered in accordance with Section 9.1(e) prior to the above-referenced applicable expiration date or applicable expiration date referenced in Section 9.1(a)(ii), as applicable, to the Party against whom such indemnification is sought will survive thereafter and, solely as to any such claim, such expiration, if any, will not affect the rights to indemnification under this Article 9 of the Party making such claim. Any claim made by Buyer or the SPAC based on Fraud in the giving of such representations and warranties will survive indefinitely. All of the representations and warranties of Sellers or the Company contained in this Agreement will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Buyer, the SPAC or their Representatives. All covenants and agreements made by Sellers or the Company contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims terminate and expire upon the occurrence of the Closing and there shall be no liability after the Closing in respect of a breach of a representation, warranty, thereof; provided that any covenant or agreement must be delivered prior to made by Sellers contained in this Agreement which by its nature requires performance following the expiration Closing (including the indemnification obligations of the applicable survival periods Sellers set forth in this Section 7.19.1) will survive the Closing Date until fully performed or discharged. (ii) All representations and warranties of Buyer, Merger Sub and the SPAC contained in this Agreement will survive the Closing Date for the duration of the applicable Representation Survival Period; except that the representations and warranties in Section 5.1 (Organization and Good Standing), Section 5.2 (Authority; Authorization; Binding Effect), Section 5.7 (No Brokers), and Section 5.8 (Capitalization) (collectively, the “Buyer Excluded Representations”) will survive the Closing until the expiration of all applicable statutes of limitations (giving effect to any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought followingwaiver, or arising out of extension thereof). Any claim made by Sellers for a dispute related to, such indemnification procedures), seeking indemnification for breach of a breached representation or warranty pursuant to of Buyer, Merger Sub or the SPAC contained in this Agreement must be brought on or initiated prior to the third anniversary of above-referenced applicable expiration date. Any claim made by Sellers based on Fraud in the date on which the claim notice in respect giving of such indemnification claim is first submittedrepresentations and warranties will survive indefinitely. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach All of the representations and warranties other than the Fundamental Representations of Buyer, Merger Sub and the representations and warranties SPAC contained in Section 3.5this Agreement will in no respect be limited or diminished by any past or future inspection, investigation, examination or (ii) seven (7) years possession on the part of Sellers or their Representatives. All covenants and agreements made by Buyer, Merger Sub and the SPAC contained in this Agreement shall terminate and expire upon the occurrence of the Closing and there shall be no liability after the Closing Date with in respect to a breach of thereof; provided that any covenant or agreement made by Buyer and the Fundamental Representations or the representations and warranties SPAC contained in this Agreement which by its nature requires performance following the Closing (including the indemnification obligations of Buyer, Merger Sub and the SPAC set forth in this Section 3.59.1) will survive the Closing Date until fully performed or discharged.

Survival of Representations, Warranties, Covenants and Agreements. (a) Except as set forth in Article VIII and Section 9.1(b), the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any Person controlling any such party or any of their Representatives whether prior to or after the execution of this Agreement. (b) The representations and warranties of made by Seller and Purchaser contained Buyer in this Agreement will shall survive the Closing until 5:00 p.m. New York (and claims based upon or arising out of such representations and warranties may be asserted at any time on the date which is eighteen (18before) months following one year after the Closing Date. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, provided that the Fundamental Representations and subject to Section 9.1(c), no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in Section 3.5 will survive until this Agreement after the date that is sixty days following the expiration Survival Period with respect to such representation or warranty. The covenants and agreements of the applicable statute of limitations. (b) The covenants contained parties hereto in this Agreement shall not survive the Closing, other than those covenants and agreements that are expressly required to remain in accordance with their respective termsfull force and effect after the Closing. (c) Notices Any claim for claims in respect of a breach of a representation, warranty, covenant or agreement indemnification pursuant to this Article IX must be delivered given in accordance with Section 9.4 prior to the expiration first anniversary of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with Closing Date (the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim“Notification Deadline”), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance if a written notice of doubt do not include acts taken pursuant a claim has been given in good faith, with reasonable specificity as to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related circumstances giving rise to, and the nature and amount of, such indemnification procedures)claim, seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or in accordance with Section 9.4 prior to the third anniversary of Notification Deadline, then the date on party giving such notice shall continue to have the right to be indemnified with respect to the matter or matters to which the such claim notice in respect of relates until such indemnification claim is first submitted. In no event shall any such formal Action be brought more than has been finally determined by (i) six (6) years after the Closing Date with respect to a claim for breach mutual written agreement of the representations Buyer and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, Seller or (ii) seven (7) years after the Closing Date with respect to a breach court of the Fundamental Representations or the representations competent jurisdiction by final and warranties contained in Section 3.5nonappealable judgment.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the last three (a3) The sentences of this Section 9.1, the representations and warranties of Seller the Seller, the Company and the Purchaser contained in this Agreement shall survive until the second anniversary of the Closing Date, except that the representations and warranties set forth in each of Section 3.11, Section 3.20, Section 3.23 and Section 3.28 shall survive until the expiration of the statute of limitations applicable to the subject matter addressed thereunder. The covenants and agreements of the Seller, the Company and of the Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with by their own respective terms. (c) Notices for claims in respect of a , they have been fully performed. Any breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification would otherwise terminate in accordance with this Article VII 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 10 on or prior to the third anniversary of the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in Section 3.5this Agreement made by any party or any written information furnished by any party that was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Seller or the Company in this Agreement or any written information furnished or caused to be furnished by the Seller or the Company to the Purchaser that is incorporated in, or (ii) seven (7) years after is the Closing Date basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with respect to a breach any Purchaser Financing Transaction shall survive until the expiration of the Fundamental Representations all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or the representations and warranties contained omissions in Section 3.5such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will made by Seller in Article VI and by Parent and Seller in Article VII shall not survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Closing. The Parent Fundamental Representations and the representations and warranties of Xxxx and Purchaser contained in Section 3.5 will 8.01 (Organization of Purchaser), Section 8.02(a) (Authority), Section 8.02(b)(i)(A) (No Conflict with Organizational Documents) shall survive until indefinitely. The other representations and warranties of Parent contained in Article V and the date other representations and warranties of Xxxx and Purchaser contained in Article VIII shall survive for a period of eighteen (18) months after the Closing Date. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties agree that is sixty days following the expiration no claim may be brought based upon, directly or indirectly, any of the applicable statute of limitations. (b) The covenants representations and warranties contained in this Agreement after the Survival Period applicable to such representation or warranty. The termination of the representations and warranties provided herein shall survive in accordance with their respective terms. (c) Notices for claims not affect a party in respect of any claims set forth in a breach of a representation, warranty, covenant or agreement must be delivered Notice given pursuant to Section 12.03 prior to the expiration of the applicable survival periods set forth Survival Period provided herein. All covenants or other agreements in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII performed by Parent, Xxxx or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on Purchaser at or prior to the third anniversary of Closing shall survive the Closing until the date on which the claim notice in respect of such indemnification claim that is first submitted. In no event shall any such formal Action be brought more than twelve (i12) six (6) years months after the Closing Date with respect to (it being understood that written notice of a claim for breach of such covenant or agreement must be given by Purchaser to the representations Sellers or by the Sellers to Purchaser, as applicable, in accordance with the provisions hereof prior to such time) and warranties any covenants or other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years agreements to be performed after the Closing Date by Parent, Seller, Xxxx or Purchaser shall survive the Closing in accordance with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5their terms.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller each of the Parties contained in this Agreement will survive the Closing for a period of two (2) years following the Closing Date, except that (i) the representations and Purchaser warranties set forth in Sections 3.1, 3.2(a), 3.7, 3.13, 3.22, 3.32, 3.33, 4.1, 4.2(a) and 4.4 shall survive until ninety (90) days following the expiration of the applicable statutory period of limitations with respect to the matter to which the claim relates, and (ii) each covenant and agreement contained in this Agreement will survive the Closing until 5:00 p.m. New York time the last date on which such covenant or agreement is to be performed, or if no such date is specified or such covenant or agreement is to be performed prior to or at the Closing, with no obligations thereafter, such covenant or agreement shall expire on the date which is eighteen Closing; provided, that any claim regarding a breach of the covenants and agreements set forth in Section 5.1 shall survive until twelve (1812) months following the Closing DateDate (as the case may be, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following “Indemnity Period”). No claim for indemnification may be asserted under this Article VII after the expiration of the applicable statute Indemnity Period; provided, that a specific claim for indemnification which was made timely and properly pursuant to Section 7.5(a) before expiration of limitationsthe Indemnity Period but not resolved prior to its expiration will extend the Indemnity Period with respect to the specific representation or warranty underlying such claim through the date such claim is conclusively resolved. Notwithstanding the foregoing, in no event shall a generalized notice that a claim may be commenced at some point be construed as satisfying the requirement of this Agreement for the purposes of the foregoing tolling provision. (b) The covenants contained in For purposes of this Agreement Agreement, the Sellers’ representations and warranties shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant be deemed to include the Sellers’ Disclosure Schedule and certificates delivered by or agreement must be delivered prior to the expiration on behalf of the applicable survival periods set forth in Sellers pursuant to Article VI hereof. No Party’s rights hereunder (including, without limitation, rights under this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement Article VII) shall be expressly barred and are hereby waivedaffected by any investigation conducted by or any knowledge acquired (or capable of being acquired) by such Party at any time, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with whether before or after the requirements execution or delivery of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Closing.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All representations, warranties, covenants and warranties of Seller and Purchaser agreements contained in or made pursuant to this Agreement will and the Ancillary Agreements shall survive the Closing until 5:00 p.m. New York time on the date which is Date for a period of eighteen months; provided, that (18i) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained made in Section 3.5 will Sections 2.01, 2.03, 2.04, 2.05, 3.01 and 3.02 shall survive the Closing Date indefinitely, (ii) the 49 representations and warranties made in Sections 2.16 and 2.17 shall survive until the date that is sixty 90 days following after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) and (iii) all covenants and agreements that require or contemplate performance after the applicable statute of limitations. (b) The covenants contained in this Agreement Closing Date shall survive in accordance with their respective terms. (c) Notices for claims . For purposes of this Article VIII, each statement contained in a certificate or other instrument delivered by a party pursuant to this Agreement or any Ancillary Agreement shall be deemed to constitute a representation made by such party pursuant hereto or thereto. Notwithstanding the foregoing, if notice of an indemnification claim shall have been delivered before the aforementioned time period has elapsed with respect of to a breach of a representation, warranty, covenant or agreement, such representation, warranty, covenant or agreement must be delivered prior shall survive until such claim is finally resolved. The right to the expiration indemnification, payment of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified Damages (as hereinafter defined) or any other party remedy based on the representations, warranties, covenants and agreements contained in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty made pursuant to this Agreement must or any Ancillary Agreement will not be brought on affected by any investigation conducted with respect to, or prior to the third anniversary any knowledge acquired (or capable of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall being acquired) at any such formal Action be brought more than (i) six (6) years time, whether before or after the execution and delivery of this Agreement or the Closing Date Date, with respect to a claim for breach the accuracy or inaccuracy of or compliance or non-compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5accuracy of any representation or warranty, or (ii) seven (7) years after on the Closing Date performance of or compliance with respect any covenant or agreement, will not affect the right to a breach indemnification, payment of the Fundamental Representations Damages, or the representations any other remedy based on such representations, warranties, covenants and warranties contained in Section 3.5agreements.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations representations, warranties, covenants and warranties agreements of Seller and Purchaser the Company contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which that is eighteen twelve (1812) months following after the Closing Date; provided, provided however, that the Fundamental Representations and (i) the representations and warranties contained in Section 3.5 will made pursuant to Sections 3.1 (Organization and Qualification of the Alkali Group), 3.2 (Capitalization of the Members of the Alkali Group), 3.3 (Authority Relative to this Agreement), 3.17 (Intercompany Arrangements), 3.18 (Brokers), 4.1 (Organization and Qualification), 4.2 (Authority Relative to this Agreement), 4.4 (Title to Shares) and 4.6 (Brokers) (collectively, the “Seller Fundamental Representations”), shall survive until the date that is sixty the third (3rd) anniversary of the Closing Date, (ii) the representations and warranties made pursuant to Section 3.13 (Taxes) shall survive until thirty (30) days following the expiration of the applicable statute statutory periods of limitations. limitation, (biii) The covenants contained in this Agreement the representations and warranties made pursuant to Section 3.14 (Environmental Matters) shall survive until the date that is the third (3rd) anniversary of the Closing Date and (iv) any covenant and agreement to be performed, in whole or in part, after the Closing Date shall survive the Closing in accordance with their respective its terms. (c) Notices for claims in respect . Written notice of a breach of a representation, warranty, covenant or agreement claim must be delivered given by Purchaser to Seller in accordance with the provisions hereof prior to the expiration of the applicable survival periods set forth representations, warranties, covenants or agreements; provided that written notice of a claim with respect to a covenant or agreement to be performed, in this Section 7.1whole or in part, and any claims for indemnification for which notice is not timely delivered after the Closing Date, must be given by Purchaser to Seller no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms. (b) The representations, warranties, covenants and agreements of Purchaser contained in this Agreement shall survive the Closing until the date that is twelve (12) months after the Closing Date; provided, however, that (i) the Purchaser Fundamental Representations shall survive until the date that is the third (3rd) anniversary of the Closing Date and (ii) any covenant and agreement to be expressly barred and are hereby waivedperformed, provided that ifin whole or in part, prior after the Closing Date shall survive the Closing in accordance with its terms. Written notice of a claim must be given by Seller to such applicable date, a party shall have notified any other party Purchaser in accordance with the requirements provisions hereof prior to the expiration of this Agreement the applicable representations, warranties, covenants or agreements; provided that written notice of a claim for indemnification under this Agreement (whether with respect to a covenant or not formal Action shall have been commenced based upon such claim), such claim shall continue agreement to be subject to indemnification performed, in accordance with this Article VII whole or Article VIII notwithstanding in part, after the passing of such applicable date; providedClosing Date, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior given by Seller to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In Purchaser no event shall any such formal Action be brought more later than (i) six (6) years after months following the Closing Date expiration of such covenant or agreement in accordance with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5its terms.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the last three (a3) The sentences of this Section 9.1, the representations and warranties of Seller the Sellers, the Company and the Purchaser contained in this Agreement shall survive until the second anniversary of the Closing Date, except that the representations and warranties set forth in each of Section 3.11, Section 3.20, Section 3.23 and Section 3.28 shall survive until the expiration of the statute of limitations applicable to the subject matter addressed thereunder. The covenants and agreements of the Sellers, the Company and of the Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with by their own respective terms. (c) Notices for claims in respect of a , they have been fully performed. Any breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification would otherwise terminate in accordance with this Article VII 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 10 on or prior to the third anniversary of the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for breach indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in this Agreement made by any party or any written information furnished by any party that was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Sellers or the Company in this Agreement or any written information furnished or caused to be furnished by any of the representations and warranties other than Sellers or the Fundamental Representations and Company to the representations and warranties contained in Section 3.5Purchaser that is incorporated in, or (ii) seven (7) years after is the Closing Date basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with respect to a breach any Purchaser Financing Transaction shall survive until the expiration of the Fundamental Representations all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or the representations and warranties contained omissions in Section 3.5such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Subject to Section 11.02, the representations and warranties of Purchaser and Seller (other than the representations and warranties (x) contained in Section 2.06 (the "Tax Representation") and 2.09 (the "ERISA Representation"), which shall survive for the applicable period of the applicable statute of limitation, and (y) contained in Section 2.10(b) (the "Title Representation"), which shall survive the Closing indefinitely) (all of the representations and warranties of Purchaser and Seller, excluding the Tax Representation, the ERISA Representation and the Title Representation, are hereinafter referred to as the "General Representations"), shall survive the Closing for a period of twelve (12) months; provided, however, if Purchaser (or any successor or assign of Purchaser) procures title insurance with respect to the Real Property, to the extent that Purchaser (or any successor or assign of Purchaser) actually receives proceeds from the title insurer in respect of any matters addressed by any of the representations and warranties contained in Section 2.10, then, only with respect to such matters, and only to such extent, such representations and warranties shall be deemed not to have been made. (b) Subject to Section 11.02, the covenants and agreements of Seller and Purchaser contained in this Agreement will (other than the covenants and agreements contained in Articles IV (excluding Sections 4.06 and 4.09) and V (excluding Sections 5.03 and 5.07) (the "Pre-Closing Covenants"), which covenants and agreements shall survive the Closing until 5:00 p.m. New York time on for a period of twelve (12) months) (all of the date which is eighteen (18) months following covenants and agreements of Purchaser and Seller, excluding the Pre-Closing Covenants, are hereinafter referred to as the "Post-Closing Covenants"), shall survive the Closing Date, provided that indefinitely; and (c) Any due diligence or other investigation or examination by any party with respect to the Fundamental Representations and transactions contemplated by this Agreement shall not in any way affect or lessen the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with contained herein or the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date indemnifications with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5thereto.

Survival of Representations, Warranties, Covenants and Agreements. (a) Except as set forth in subsection 11.01(b) of this Agreement, the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any Person controlling any such party or any of their officers, directors, representatives or agents whether prior to or after the execution of this Agreement. (b) The representations and warranties of Seller and Purchaser the Parent contained in this Agreement will Articles III, IV and V and those of the Acquiror contained in Articles VI shall survive the Closing until 5:00 p.m. New York time on Closing, and any investigation by the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and parties with respect thereto but the representations and warranties contained in Article V (other than Sections 5.01, 5.02, 5.03 and 5.09) shall terminate and be of no further force or effect on the first anniversary of the Closing Date; provided, however, that each of the representations and warranties of the Parent contained in Section 3.5 will survive 5.03 shall continue in force and effect until the date second anniversary of the Closing Date at which time it shall terminate and be of no further force or effect and that is sixty days following Section 5.09 shall continue in force and effect until the later of such survival period or the expiration of the all applicable statute of limitations. limitations periods plus any extensions or waivers granted or imposed with respect thereto. Notwithstanding the foregoing, any such representation or warranty contained in Article V as to which a bona fide claim relating thereto is asserted in writing (bwhich states with specificity the basis therefor) in accordance with Section 11.02 during such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending resolution of the claim. The covenants and agreements in this Article XI shall survive the 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 parties hereto contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach without any contractual limitation on the period of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5survival.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of made by the Company, Seller and Purchaser contained Buyer herein and in the other certificates contemplated by this Agreement will shall survive the 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 5:00 p.m. New York time on the date which that is eighteen twelve (1812) months following the Closing Date, ; provided that regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, the Fundamental Representations will remain operative and the representations in full force and warranties contained in Section 3.5 will survive effect until the date that is sixty 60 days following the expiration of the applicable statute of limitationslimitations (as such statute of limitations pertains to the subject matter of such Fundamental Representation, or to the ability of an Indemnified Person to make a claim relating to a breach of such Fundamental Representation, as the case may be, whichever is later), for claims against an Indemnifying Person that seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with an inaccuracy in such representations or warranties; provided, further, that no right to indemnification pursuant to Section 9.3(a) in respect of any claim that is set forth in a Claim Certificate delivered to an Indemnifying Person on or prior to the expiration of such representations and warranties shall be affected by such expiration; provided, further, that such expiration shall not affect the rights of any Indemnified Person under this Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in connection with any fraud. (b) The covenants contained Following the Closing, all covenants, agreements and obligations of the parties hereto shall expire and be of no further force or effect as of the Closing, except to the extent such covenants, agreements and obligations are to be performed on or after the Closing; provided that no right to indemnification pursuant to this Article IX in this Agreement respect of any claim based upon any breach of a covenant, agreement or obligation delivered on or prior to the expiration of such covenant, agreement or obligation shall survive in accordance with their respective termsbe affected by the expiration of such covenant, agreement or obligation. (c) Notices for claims Each of the respective survival periods described in respect Section 9.1(a) or Section 9.1(b), as applicable, is individually referred to in this Agreement as a “Survival Period. It is the express intent of the parties hereto that, if a breach Survival Period is shorter than the statute of a limitations that would otherwise have been applicable to such representation, warrantywarranty or covenant, covenant or agreement must then, by contract, such statute of limitations shall be delivered prior reduced to the expiration shortened Survival Period. The parties hereto further acknowledge that such Survival Periods are the result of arms’-length negotiation among the applicable survival periods set forth in this Section 7.1, parties and any claims that they intend for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue Survival Periods to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5enforced as agreed by them.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations representations, warranties, covenants and warranties agreements of Seller and Purchaser contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which that is eighteen twelve (1812) months following after the Closing Date; provided, provided however, that the Fundamental Representations and (i) the representations and warranties contained in Section 3.5 will made pursuant to Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Capitalization of the Members of the Alkali Group), 3.3 (Authority Relative to this Agreement), and 3.18 (Brokers) (collectively, the “Fundamental Representations”), shall survive until the date that is sixty days following the expiration third (3rd) anniversary of the applicable statute of limitations. Closing Date; (bii) The covenants contained in this Agreement the representations and warranties made pursuant to Section 3.13 (Taxes) shall not survive the Closing (except that the representations and warranties made pursuant to Section 3.13(c) (Taxes) shall survive the Closing as provided in Section 7.13), (iii) the representations and warranties made pursuant to Section 3.14 (Environmental Matters) shall survive until the date that is the second (2nd) anniversary of the Closing Date and (iv) any covenant and agreement to be performed, in whole or in part, after the Closing Date shall survive the Closing in accordance with their respective its terms. (c) Notices for claims in respect . Written notice of a breach of a representation, warranty, covenant or agreement claim must be delivered given by Purchaser to Seller in accordance with the provisions hereof prior to the expiration of the applicable survival periods set forth representations, warranties, covenants or agreements; provided that written notice of a claim with respect to a covenant or agreement to be performed, in this Section 7.1whole or in part, and any claims for indemnification for which notice is not timely delivered after the Closing Date, must be given by Purchaser to Seller no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms. (b) The representations, warranties, covenants and agreements of Purchaser contained in this Agreement shall survive the Closing until the date that is twelve (12) months after the Closing Date; provided, however, that (i) the representations and warranties made pursuant to Sections 4.1 (Organization and Qualification; Subsidiaries), 4.2 (Authority Relative to this Agreement), and 4.7 (Broker’s Fees) shall survive until the date that is the third (3rd) anniversary of the Closing Date and (ii) any covenant and agreement to be expressly barred and are hereby waivedperformed, provided that ifin whole or in part, prior after the Closing Date shall survive the Closing in accordance with its terms. Written notice of a claim must be given by Seller to such applicable date, a party shall have notified any other party Purchaser in accordance with the requirements provisions hereof prior to the expiration of this Agreement the applicable representations, warranties, covenants or agreements; provided that written notice of a claim for indemnification under this Agreement (whether with respect to a covenant or not formal Action shall have been commenced based upon such claim), such claim shall continue agreement to be subject to indemnification performed, in accordance with this Article VII whole or Article VIII notwithstanding in part, after the passing of such applicable date; providedClosing Date, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior given by Seller to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In Purchaser no event shall any such formal Action be brought more later than (i) six (6) years after months following the Closing Date expiration of such covenant or agreement in accordance with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5its terms.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the last three (a3) The sentences of this Section 9.1, the representations and warranties of Seller the Seller, the Company, Newco and the Purchaser contained in this Agreement shall survive until the second anniversary of the Closing Date, except that the representations and warranties set forth in each of Section 3.11, Section 3.20 and Section 3.23 shall survive until the expiration of the statute of limitations applicable to the subject matter addressed thereunder. The covenants and agreements of the Seller, the Company, Newco and of the Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with by their own respective terms. (c) Notices for claims in respect of a , they have been fully performed. Any breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification would otherwise terminate in accordance with this Article VII 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 10 on or prior to the third anniversary of the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in Section 3.5this Agreement made by any party or any written information furnished by any party that was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Seller or the Company in this Agreement or any written information furnished or caused to be furnished by the Seller or the Company to the Purchaser that is incorporated in, or (ii) seven (7) years after is the Closing Date basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with respect to a breach any Purchaser Financing Transaction shall survive until the expiration of the Fundamental Representations all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or the representations and warranties contained omissions in Section 3.5such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen for a period of fifteen (1815) months following the Closing Date; provided, provided however that the Fundamental Representations and (1) the representations and warranties of (A) Seller contained in Sections 2.1, 2.2, 2.3(a) and 2.19 (collectively, the “Seller Fundamental Representations”) and (B) Purchaser contained in Sections 3.1, 3.7 and 3.8 (collectively, the “Purchaser Fundamental Representations”) shall survive indefinitely, (2) the representations and warranties of Seller contained in Section 3.5 will 2.18 (Taxes) shall survive the Closing until ninety (90) days after the expiration of the relevant statute of limitations (including any extensions thereof, whether automatic or permissive), and (3) any representation or warranty or covenant or agreement that would otherwise terminate shall continue to survive, with respect to such claim only, if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith based on facts reasonably expected to establish a valid claim under this Article IX on or prior to such termination date, until the date related claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; provided, however, that is sixty the covenants and agreements of Seller and Purchaser with respect to indemnification for Taxes shall survive the Closing Date until ninety (90) days following the expiration of the applicable statute statutory periods of limitations. limitations for the assessment and collection of Tax (b) or, if written notice of a good faith claim for indemnification shall have been duly given prior to such time, until the final resolution of such claim). The other covenants contained and agreements of Seller and Purchaser that contemplate actions to be taken or not taken, in this Agreement respect of Seller, Purchaser and Rexam, or obligations in effect after the Closing, shall survive in accordance with their respective terms. (c) Notices for claims in respect . The covenants and agreements of a breach of a representation, warranty, covenant Seller or agreement must Purchaser that contemplate actions to be delivered taken or not taken prior to the expiration Closing shall terminate as of twelve (12) months following the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Closing.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (awhether or not exercised) The to investigate the Business, the Purchased Assets or the Assumed Liabilities (whether pursuant to Section 5.1 or otherwise) and notwithstanding any waiver or non-assertion by a Party of any applicable condition to Closing set forth in Article 6 or any termination right set forth in Article 8, each Party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other Party contained in this Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith. All of the representations and warranties of Seller and Purchaser contained in this Agreement will and contained or incorporated or referred to in the certificates and instruments delivered in connection herewith or therewith shall survive the Closing and continue until 5:00 11:59 p.m. New York California time on the date day which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect (the “Expiration Date”). Nothing in this Section 7.1 or any other provision of this Agreement (i) shall be construed to a claim for breach limit or otherwise alter the survival of any representation or warranty of any Person in any of the representations Ancillary Agreements, which shall survive the Closing and warranties other than continue for the Fundamental Representations and the representations and warranties contained in Section 3.5time periods set forth therein (or, if no time period is set forth therein, indefinitely), or (ii) seven (7) years after shall be construed to limit or alter the survival of any covenant or agreement of Seller or Purchaser contained in this Agreement or any of the Ancillary Agreements, which shall survive the Closing Date with respect and continue for the time periods set forth therein (or, if no time period is set forth therein, indefinitely), other than covenants and agreements of Seller and Purchaser which by their terms are to a breach of be wholly performed prior to the Fundamental Representations or Closing, which covenants and agreements shall survive until 11:59 p.m. Pacific Time on the representations and warranties contained in Section 3.5Expiration Date.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the last three (a3) The sentences of this Section 9.1, the representations and warranties of Seller the Seller, the Company and the Purchaser contained in this Agreement shall survive until the second anniversary of the Closing Date, except that the representations and warranties set forth in each of Section 3.11, Section 3.20 and Section 3.23 shall survive until the expiration of the statute of limitations applicable to the subject matter addressed thereunder. The covenants and agreements of the Seller, the Company and of the Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with by their own respective terms. (c) Notices for claims in respect of a , they have been fully performed. Any breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification would otherwise terminate in accordance with this Article VII 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 10 on or prior to the third anniversary of the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in Section 3.5this Agreement made by any party or any written information furnished by any party that was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Seller or the Company in this Agreement or any written information furnished or caused to be furnished by the Seller or the Company to the Purchaser that is incorporated in, or (ii) seven (7) years after is the Closing Date basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with respect to a breach any Purchaser Financing Transaction shall survive until the expiration of the Fundamental Representations all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or the representations and warranties contained omissions in Section 3.5such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, 12-month anniversary thereof; provided that (i) the Seller Fundamental Representations and the representations and warranties contained in made pursuant to Section 3.5 will 3.17 shall survive the Closing until the expiration of the applicable statute of limitations and (ii) the representations and warranties made pursuant to Section ‎3.15 shall survive until the date that is sixty 30 days following after the expiration of the applicable statute of limitations. (b) The covenants representations and warranties of Parent and Purchaser contained in this Agreement shall survive in accordance with their respective termsthe Closing until the 12-month anniversary thereof; provided, that the Purchaser Fundamental Representations shall survive the Closing until the expiration of the application statute of limitations. (c) Notices for claims The covenants and agreements contained herein that are to be performed at or prior to the Closing (other than pursuant to Section 5.5, Section 5.7, the first sentence of Section 5.12, Section 5.14, Section 5.17, Section 5.18 and Section 5.19 (in respect each case to the extent that the covenants and agreements contained therein are to be performed at or prior to the Closing)) shall survive the Closing until the 12-month anniversary thereof, and written notice of a claim for breach of a representation, warranty, such covenant or agreement must be delivered given by Purchaser to Seller or by Seller to Purchaser, as applicable, in accordance with the provisions hereof prior to such 12-month anniversary. All other covenants and agreements contained herein that by their terms are to be performed solely at or prior to Closing shall not survive the Closing. Any covenant and agreement to be performed, in whole or in part, after the Closing shall survive the Closing in accordance with its terms. (d) Notwithstanding the foregoing, any claims asserted in connection with this Agreement in good faith with reasonable specificity (to the extent 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 periods set forth in this Section 7.1period shall not thereafter be barred by the expiration of the relevant covenant, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waivedagreement, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of and such indemnification claim is first submitted. In no event claims shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of made by Seller and Purchaser contained Buyer in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which is (and claims based upon or arising out of such representations and warranties may be asserted) for a period of eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the except for (i) representations and warranties contained in Section 3.5 will 4.1 (Organization of Seller), Section 4.2(a) (Authority), Section 4.12 (Brokers), Section 4.14 (Title to Purchased Assets) (collectively, the “Seller Fundamental Representations”), Section 5.1 (Organization), Section 5.2 (Authority) and Section 5.3 (Brokers), which shall survive indefinitely, (ii) Section 4.8 (Environmental) which shall, subject to Section 9.6(e), survive for a period of three (3) years following the Closing Date and (iii) Section 4.15 (Taxes), which shall survive until the date that is sixty ninety (90) days following after the expiration of the applicable statute of limitations. (b) . The applicable period of time a representation or warranty survives the Closing pursuant to the preceding sentence or a covenant or agreement survives the Closing as specified in this Section 9.1 shall be the “Survival Period” with respect to such representation or warranty or covenant or agreement, as applicable. The parties agree that no claim may be brought based upon, directly or indirectly, any of the representations and warranties or a covenant or agreement contained in this Agreement after the Survival Period with respect to such representation or warranty or covenant or agreement, as applicable. The covenants contained and agreements of the parties hereto in this Agreement shall survive the Closing until (and claims based upon or arising out of such covenants and agreements may be asserted at any time before) (a) with respect to any covenant or agreement which is to be performed in accordance full at or prior to the Closing, the date that is eighteen (18) months following the Closing Date and (b) with their respective terms. respect to any covenant or agreement to be performed after the Closing, the date that is eighteen (c18) Notices months following the last day on which such covenant or agreement was required to have been performed, except to the extent, if any, that a specific survival period or longer period for claims performance is otherwise expressly set forth herein in connection with the applicable covenant or agreement. The covenants in this Article IX shall survive the Closing indefinitely. The termination of the representations and warranties or a covenant and agreement provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a breach of a representation, warranty, covenant or agreement must be delivered writing received by the other party prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, Survival Period provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5herein.

Survival of Representations, Warranties, Covenants and Agreements. (a) The All covenants and agreements contained in this Agreement shall survive the Closing until fully performed. All of the representations and warranties of Seller and Purchaser Sellers contained in this Agreement will Article V above and the representations and warranties of Buyer contained in Article IV shall survive the Closing until 5:00 p.m. New York time on the date which is hereunder and continue in full force and effect for a period of eighteen (18) months following the Closing Datethereafter; provided, provided however, that the Fundamental Representations and (a) the representations and warranties contained in Section 3.5 will 4.1 (Organization of Buyer), Section 4.2 (Authorization of Transaction), Section 4.4 (Brokers’ Fees), Section 4.7 (Knowledge of Misrepresentation and Independent Investigation), Section 4.8 (Disclaimer of Other Representations and Warranties), Section 5.1 (Organization), Section 5.5 (Brokers’ Fees), Section 5.6 (Title to Assets), Section 5.24 (Debt) and Section 5.25 (Disclaimer of Other Representations and Warranties) shall survive until the date that is sixty days following the expiration of the applicable statute of limitations. Closing hereunder and continue in full force and effect indefinitely, (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or 5.20 (iiEnvironmental Health and Safety Matters) seven (7) years after shall survive the Closing Date with respect to hereunder and continue in full force and effect for a breach period of the Fundamental Representations or five (5) years, and (c) the representations and warranties contained in Section 3.55.12 (Tax Matters), Section 5.14(a), (e) and (g) (Intellectual Property and Software) and Section 5.18 (Employee Benefits) shall survive the Closing hereunder and continue in full force and effect until the end of the relevant statute of limitations. The obligation of any Party to indemnify another Party shall terminate when the applicable representation or warranty terminates. Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 10.1 if notice describing in reasonable detail all bases for the alleged inaccuracy or breach giving rise to such right or potential right of indemnity shall have been given to the party against whom such indemnity may be sought on or before 5:00 P.M., New York time, on the date on which such representation or warranty expires pursuant to this Section 10.1 (regardless of when the Adverse Consequences in respect thereof may actually be incurred).

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen 12-month anniversary hereof; provided that (18i) months following the Seller Fundamental Representations shall survive the Closing Date, provided that until the Fundamental Representations expiration of the applicable statute of limitations and (ii) the representations and warranties contained in made pursuant to Section 3.5 will 3.15 shall survive until the date that is sixty 30 days following after the expiration of the applicable statute of limitations. (b) The covenants representations and warranties of Purchaser contained in this Agreement shall survive in accordance with their respective termsthe Closing until the 12-month anniversary hereof; provided, that the Purchaser Fundamental Representations shall survive the Closing until the expiration of the application statute of limitations. (c) Notices for claims The covenants and agreements contained herein that are to be performed at or prior to the Closing (other than pursuant to Section 5.5, Section 5.7, the first sentence of Section 5.15, Section 5.17, Section 5.19 and Section 7.5 (in respect each case to the extent that the covenants and agreements contained therein are to be performed at or prior to the Closing)) shall survive the Closing until the 12-month anniversary thereof, and written notice of a claim for breach of a representation, warranty, such covenant or agreement must be delivered given by Purchaser to Seller or by Seller to Purchaser, as applicable, in accordance with the provisions hereof prior to such 12-month anniversary. All other covenants and agreements contained herein that by their terms are to be performed solely at or prior to Closing shall not survive the Closing. Any covenant and agreement to be performed, in whole or in part, after the Closing shall survive the Closing in accordance with its terms. (d) Notwithstanding the foregoing, any claims asserted in connection with this Agreement in good faith with reasonable specificity (to the extent 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 periods set forth in this Section 7.1period shall not thereafter be barred by the expiration of the relevant covenant, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waivedagreement, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of and such indemnification claim is first submitted. In no event claims shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations Except as otherwise specifically provided for herein, the representations, warranties, covenants and warranties agreements of Seller and Purchaser contained the parties hereto included or provided for herein, or in this Agreement will other instruments or agreements delivered or to be delivered pursuant hereto, shall survive the Closing until 5:00 p.m. New York time for a period ending on the date which is eighteen (18) months following first anniversary of the Closing Date; PROVIDED, provided HOWEVER, that to the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a extent any breach of a representation, warranty, covenant or agreement must be delivered involves any loss, damage, liability or claim in each case relating to or for Taxes ("TAX LIABILITY"), the right to assert such claims and any indemnity obligation shall survive until the expiration of the applicable statute of limitations relating to such Tax Liability (such period as provided in this Section 8 or as otherwise specifically provided elsewhere herein being referred to as the "SURVIVAL PERIOD"); PROVIDED FURTHER, HOWEVER, that if, prior to the expiration of the applicable survival periods set forth in this Section 7.1Survival Period, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party hereto shall have been notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or indemnity hereunder and such claim shall not formal Action shall have been commenced based upon such claim)finally resolved before the expiration of the Survival Period, any representation, warranty, covenant or agreement that is the basis for such claim shall continue to be subject survive and shall remain a basis for indemnity as to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable dateclaim until such claim is finally resolved; providedPROVIDED FURTHER, further, howeverHOWEVER, that any formal Action (which for the avoidance representations and warranties of doubt do not include acts taken pursuant to the indemnification procedures Seller set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted3.2 shall survive indefinitely. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the The respective representations and warranties contained in Section 3.5, herein shall not be deemed waived or (ii) seven (7) years otherwise affected by any investigation made by any party hereto or any amendment or supplement to the schedules or exhibits hereto occurring after the Closing Date with respect to a breach signing of the Fundamental Representations or the representations and warranties contained in Section 3.5this Agreement.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of the Purchaser or the Company (awhether or not exercised) The representations to investigate the affairs of the Purchaser or the Company (whether pursuant to Section 5.1 or otherwise), or any waiver or non-assertion by the Purchaser or the Company of any condition to Closing set forth in Article 6 or any termination right set forth in Article 8, each party shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller and Purchaser the other parties hereto contained in this Agreement will Agreement, the Ancillary Agreements or in any instrument delivered pursuant to this Agreement. Except for (i) covenants and agreements contained in Section 1.7 (Earnout Payment) (which shall survive the Closing until 5:00 p.m. New York time on and shall terminate only when the date which Earnout Payment is eighteen fully and finally calculated and paid, and any disputes related to the Earnout Payment are resolved), (18ii) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will 2.62.8 (Taxes) and covenants and agreements contained in Section 5.14 (Taxes) (which shall survive the Closing and shall terminate only when the applicable statutes of limitations with respect to the liabilities in question expire, in each case giving effect to any tolling or extensions thereof), (iii) Article 7 (Escrow Fund) (which shall survive until the date that is sixty days following the expiration termination of the applicable statute Escrow Fund created thereby and the satisfaction of limitations. any other obligations described therein), and (biv) The any fraudulent or willful misconduct by the Company or any Person who is or was a director, officer, Affiliate or shareholder of the Company in connection with this Agreement or any of the Ancillary Agreements or any certificate, agreement or instrument required to be delivered at the closing of the Transaction pursuant to this Agreement (which shall survive the Closing indefinitely), all of the representations, warranties, covenants and agreements of the Company and the Purchaser contained in this Agreement, the Ancillary Agreements or in any instrument required to be delivered at the Closing of the Transaction pursuant to this Agreement shall survive the Transaction and continue until 11:59 p.m. Israel time on December 31, 2011 (the "Expiration Date"). Nothing in accordance with their respective terms. (c) Notices for claims in respect this Section 7.1 or any other provision of a breach this Agreement shall be construed to limit the survival of a any representation, warranty, covenant or agreement must be delivered prior to of any Person other than the expiration Purchaser and the Company set forth in any of the applicable survival Ancillary Agreements, which shall survive the Transaction and continue for the time periods set forth in this Section 7.1therein (or, and any claims for indemnification for which notice if no time period is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6therein, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification proceduresindefinitely), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller the Parties contained herein shall survive the Closing Date for a period of twelve (12) months following the date thereof; provided, however, that (i) the representations and warranties of the Sellers contained in Sections 2.1(b) (Authority), 2.2 (Right and Title to Company Membership Interests), 3.1(a) (Organization and Qualification), 3.1(b) (Authority) and 3.2 (Subsidiaries; Equity Interests; Capitalization) shall survive the Closing indefinitely, (ii) the representations and warranties of Purchaser contained in this Agreement will Sections 4.2(a) (Authority) shall survive the Closing indefinitely, (iii) the representations and warranties of the Sellers contained in Section 3.5 (Taxes) shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen thirty (1830) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. limitations (btaking into account any extensions or waivers thereof) The which for the purpose of this Agreement shall commence upon the Closing Date, and (iv) the representations and warranties of the Sellers contained in Section 3.12 (Environmental) shall survive the Closing for a period of two (2) years following the Closing Date. All covenants and agreements contained in this Agreement that contemplate or provide for any rights, obligations or actions of any Party after the Closing shall survive the Closing until they are fully performed or terminated in accordance with their respective terms. (c) Notices . No claim or cause of action for claims in respect indemnification under Article VIII arising out of a the inaccuracy or breach of a representationany representation or warranty of the Sellers, warranty, covenant the Company or agreement must Purchaser may be delivered prior to made following the expiration termination of the applicable survival periods set forth period; it being understood that in this Section 7.1, and the event notice of any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether Section 8.1 or not formal Action Section 8.2(a) shall have been commenced based upon such claim)given within the applicable survival period, such claim shall continue to be the representations and warranties that are the subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim shall survive until such time as such claim is first submittedfinally resolved. In no event shall any such formal Action be brought more than (i) six (6) years The Parties agree that, after the Closing Date Date, with respect to a the Sellers, the Company and Purchaser, any claim for breach or cause of action against any of the representations and warranties other than Parties, or any of their respective directors, members of the Fundamental Representations and Management Committee, officers, employees, Affiliates, successors, permitted assigns, advisors, agents, or representatives based upon, directly or indirectly, any of the representations and warranties representations, warranties, covenants or agreements contained in Section 3.5this Agreement, or (ii) seven (7) years after the Closing Date any other agreement, document or instrument to be executed and delivered in connection with respect to a breach of the Fundamental Representations or the representations and warranties contained this Agreement may be brought only as expressly provided in Section 3.5Article VIII.

Survival of Representations, Warranties, Covenants and Agreements. (ai) The All representations and warranties of Seller Sellers and Purchaser the Company contained in this Agreement will survive the Closing until 5:00 p.m. New York time on Date for the date which is eighteen duration of the applicable Representation Survival Period; except that the representations and warranties in Section 4.1 (18Organization and Authority of the Company to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4 (Title) months following and Section 4.30 (No Brokers) (collectively, the “Seller Fundamental Representations”) will survive the Closing Date, provided that the Fundamental Representations indefinitely and the representations and warranties contained made in Section 3.5 4.9 (Taxes), Section 4.16 (Employee Benefit Plans) (collectively, the “Tax and ERISA Representations” and together with the Seller Fundamental Representations, the “Seller Excluded Representations”) will survive the Closing until the date that is sixty (60) days following the expiration of the all applicable statute of limitations. limitations (b) The covenants giving effect to any waiver, or extension thereof). Any claim made by Buyer for a breached representation or warranty of Sellers or the Company contained in this Agreement shall survive in accordance with their respective terms. (c) Notices must be initiated by Buyer or the SPAC prior to the above-referenced expiration date. Any written claim for claims in respect of a breach of a representation, warranty, covenant or agreement must be representation and warranty delivered prior to the above-referenced applicable expiration date to the Party against whom such indemnification is sought will survive thereafter and, as to any such claim, such expiration, if any, will not affect the rights to indemnification under this Article 9 of the applicable survival periods Party making such claim. Any claim made by Buyer or the SPAC based on Fraud in the giving of such representations and warranties will survive indefinitely. All of the representations and warranties of Sellers or the Company contained in this Agreement will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Buyer, the SPAC or their Representatives. All covenants and agreements made by Sellers or the Acquired Companies contained in this Agreement (including the obligation of Sellers to convey the Company Interests to Buyer pursuant to Section 2.1, if required, and the indemnification obligations of Sellers set forth in this Section 7.19.1) will survive the Closing Date until fully performed or discharged. (ii) All representations and warranties of Buyer and the SPAC contained in this Agreement will survive the Closing Date for the duration of the applicable Representation Survival Period; except that the representations and warranties in Section 5.1 (Organization and Good Standing), Section 5.2 (Authority; Authorization; Binding Effect), Section 5.6 (No Brokers), and any claims Section 5.7 (Capitalization) (collectively, the “Buyer Excluded Representations”) will survive the Closing indefinitely. Any claim made by Sellers for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a breached representation or warranty pursuant to of Buyer or the SPAC contained in this Agreement must be brought on or initiated prior to the third anniversary of above-referenced applicable expiration date. Any claim made by Sellers based on Fraud in the date on which the claim notice in respect giving of such indemnification claim is first submittedrepresentations and warranties will survive indefinitely. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach All of the representations and warranties other than the Fundamental Representations of Buyer and the representations and warranties SPAC contained in this Agreement will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Sellers or their Representatives. All covenants and agreements made by Buyer and the SPAC contained in this Agreement (including the indemnification obligations of Buyer and the SPAC set forth in this Section 3.5, or (ii9.1) seven (7) years after will survive the Closing Date with respect to a breach of the Fundamental Representations until fully performed or the representations and warranties contained in Section 3.5discharged.

Survival of Representations, Warranties, Covenants and Agreements. (ai) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in shall survive Closing without limitation. The Non-Fundamental Representations (except Section 3.5 will 5.1(g)) shall survive Closing until the date that is sixty 12 months after the Closing Date. Each representation and warranty in Section 5.1(g) shall survive Closing until 30 days following after the expiration of time for the applicable statute of limitationsGovernmental Authority to make an assessment with respect to such representation and warranty has expired. (bii) The Except as set forth in Sections 8.11 and 11.6(c)(iii), (A) liability for and indemnification for a breach of the covenants contained in and agreements of the Parties to be performed prior to Closing under this Agreement shall survive Closing until the date that is 12 months after the Closing Date, (B) except for Section 6.7, liability for and indemnification for a breach of the covenants and agreements of the Parties to be performed at and after Closing under this Agreement shall survive Closing until fully performed, and (C) liability for and indemnification for a breach of each covenant and agreement in accordance Section 6.7 shall survive Closing until 30 days after the time for the applicable Governmental Authority to make an assessment with their respective termsrespect to such covenant and agreement has expired. (ciii) Notices for claims in respect Sections 11.3(a), 11.3(b), 11.4(b) and 11.4(c) shall survive Closing and terminate as of a breach the expiration date of a each respective representation, warranty, covenant or agreement must be delivered prior that is subject thereto. Section 11.3(c) shall survive the Closing until the date that is 12 months after the Closing Date; provided that (I) Section 11.3(c) shall survive the Closing indefinitely with respect to Contributor’s obligations thereunder related to the expiration Specified Retained Obligations, (II) Section 11.3(c) shall survive the Closing for 24 months with respect to Contributor’s obligations thereunder related to the Retained Obligations described in Clauses (g) and (i) of the definition thereof and (III) Section 11.3(c) shall survive the Closing until 30 days after the time for the applicable survival periods set forth Governmental Authority to make an assessment with respect to such items has expired with respect to Contributor’s obligations thereunder related to the Tax Retained Obligations. Sections 11.4(a) and (d) shall survive the Closing indefinitely. (iv) Notwithstanding the foregoing in this Section 7.111.6(c), and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement there shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified no termination of any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a bona fide claim for breach of any representation, warranty, covenant or agreement asserted and delivered in writing to Contributor or Corporation, as applicable, prior to the representations and warranties other than the Fundamental Representations and the representations and warranties contained in termination of such representation, warranty, covenant or agreement under this Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.511.6(c).

Survival of Representations, Warranties, Covenants and Agreements. (a) The Subject to the provisions of this Article VIII, the representations and warranties of Seller and Purchaser the Sellers contained in this Agreement will Article III and of the Buyer in Article IV shall survive the Closing until 5:00 p.m. New York time (and any investigation by the Parties with respect to such representations and warranties) but shall terminate and be of no further force or effect on the date which is eighteen third (183rd) months following anniversary of the Closing DateDate and no claims shall be made by any Indemnified Party (as hereinafter defined) under this Article VIII thereafter. Notwithstanding the foregoing, provided that (a) any such representation or warranty as to which a claim relating thereto is asserted in writing (which states with specificity the Fundamental Representations basis therefor) in accordance with Section 8.3 during such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending full and final resolution of such claim, (b) the representations and warranties contained of the Sellers set forth in Section 3.5 will 3.1 (Organization and Authority), Section 3.2 (Authorization; Enforceability), Section 3.3 (Capitalization; Transfer) and Section 3.18 (Brokers, Finders, Etc.), and the Buyer in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.5 (Brokers, Finders, Etc.); shall survive the Closing forever, (c) the representations and warranties of the Sellers set forth in Section 3.8 (Taxes), Section 3.14 (Employees; Employee Related Agreements and Plans) and Section 3.15 (Environmental Matters) and the covenants of the Sellers and Buyer set forth in Section 6.1 (Tax Matters) shall survive until the date that is sixty days following the expiration of the relevant statutory period of limitations applicable statute to the underlying claims (provided, however, that neither the Buyer nor any of limitations. the Companies may extend such period by giving any waiver or agreeing to any extension thereof without the express prior written consent of the Sellers), (bd) The covenants contained each covenant and agreement in this Agreement Article VIII shall survive the Closing and shall remain in accordance full force and effect with their respective terms. (c) Notices for claims in respect of a breach of a to any claim made with respect to any representation, warranty, covenant or agreement must be delivered prior contained in this Agreement during the survival period thereof for such period as is necessary to fully and finally resolve any such claim but with respect only to such claim, and (e) the expiration remaining covenants and agreements of the applicable survival periods set forth Parties contained in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with survive the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant Closing to the indemnification procedures set forth extent provided in Section 7.6, but do include formal Actions brought following, such covenant or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5agreement.

Survival of Representations, Warranties, Covenants and Agreements. (a) (i) The representations and warranties of the Seller Parent contained in ARTICLE III as they apply to the First Closing Transactions, the Fab Assets or the SSD Business and Purchaser the representations and warranties of the Buyer Parent contained in ARTICLE IV as they apply to the First Closing Transactions shall each survive and continue in full force and effect until the date that is eighteen (18) months after the First Closing Date and (ii) the representations and warranties of the Seller Parent contained in ARTICLE III as they apply to the Second Closing Transactions and the NAND Business and the representations and warranties of the Buyer Parent contained in ARTICLE IV as they apply to the Second Closing Transactions shall each survive and continue in full force and effect until the date that is eighteen (18) months after the Second Closing Date; provided, however, that notwithstanding the foregoing: (A) the (w) Fundamental Seller Representations, (x) Fundamental Buyer Representations, (y) right to make a claim for indemnity under Section 10.2(a)(i)(E) and (z) right to bring any Action relating to fraud shall, in each case, survive and continue in full force and effect until the date that is ninety (90) days after the expiration of the applicable statute of limitations; (B) the representations and warranties set forth in Section 3.15 (Intellectual Property) (y) with respect to Transferred SSD IP shall survive and continue in full force and effect until the fifth (5th) anniversary of the First Closing Date and (z) with respect to Transferred NAND IP shall survive and continue in full force and effect until the fifth (5th) anniversary of the Second Closing Date; (C) the representations and warranties set forth in Section 3.9 (Employee Benefits) and Section 3.12 (Environmental Matters) shall survive and continue in full force and effect until the fifth (5th) anniversary of the Second Closing Date; and (D) the representations and warranties set forth in Section 3.16(b) (Sufficiency) (y) with respect to the First Closing Transferred Assets, Licensed SSD IP, and Licensed SSD Technology shall survive and continue in full force and effect until the second (2nd) anniversary of the First Closing Date and (z) with respect to the Second Closing Transferred Assets, Licensed NAND IP, and Licensed NAND Technology shall survive and continue in full force and effect until the second (2nd) anniversary of the Second Closing Date. (b) Any covenant or agreement of the Seller Parent or the Buyer Parent contained in this Agreement will that has no express term and is to be performed (i) at or prior to the First Closing shall survive the First Closing until 5:00 p.m. New York time on the date which that is eighteen (18) months following the First Closing Date, provided that Date or (ii) after the Fundamental Representations and First Closing shall survive the representations and warranties contained in Section 3.5 will survive Second Closing until the date that is sixty days eighteen (18) months following the expiration of Second Closing Date (any such period, and the applicable statute of limitations. (b) The covenants contained periods set forth in this Agreement shall survive in accordance with their respective termsSection 10.1(a), each a “Survival Period”). (c) Notices for claims Notwithstanding the foregoing, if, in respect of a breach of a representationaccordance with this ARTICLE X, warranty, covenant any Indemnification Claim arising under Section 10.2(a) or agreement must be delivered Section 10.2(b) is asserted prior to the expiration of the applicable survival periods set forth in this Section 7.1Survival Period, such Indemnification Claim will continue until the final amount of recoverable Losses are determined by final agreement, settlement, judgment or award binding on the Seller Parent and any claims for indemnification for which notice is not timely delivered the Buyer Parent in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.ARTICLE X.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Each Party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other Parties contained in this Agreement, the Disclosure Letter (including any exhibit or schedule to the Disclosure Letter), and the other agreements and certificates contemplated hereby without regard to investigation or knowledge. (b) If the Acquisition is consummated, (i) all of the agreements and covenants of the Parties contained in this Agreement requiring performance after the Closing shall survive Closing and remain in full force and effect regardless of any investigation or disclosure made by or on behalf of any of the Parties to this Agreement, and (ii) all of the representations and warranties of Seller and Purchaser the Parties contained in this Agreement will Agreement, the Disclosure Letter (including any exhibit or schedule to the Disclosure Letter) and the other certificates contemplated hereby shall survive the Closing and remain in full force and effect until 5:00 p.m. New York time on the following dates (the “Indemnity Claim Periods”): in general, the date which that is eighteen fifteen (1815) months following the Closing DateDate regardless of any investigation or disclosure made by or on behalf of any of the Parties to this Agreement; provided, provided however, that the Fundamental Representations and the representations and warranties contained in Section 3.5 2.03 (Authorization and Enforceability), Section 2.11 (Title to Purchased Assets), Section 2.15 (Compliance with Laws), Section 2.23 (Taxes), Section 3.02 (Corporate Authorization and Enforceability) and Section 3.09 (Issuance of Common Stock) and in any certificate delivered to Buyer regarding any such matter pursuant to any provision of this Agreement, will survive remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the Parties to this Agreement, until the date ninetieth (90th) day following the expiration of the applicable statute of limitations (if later than the expiration of fifteen (15) months following the Closing Date); provided, further, that the representations and warranties contained in Section 2.16 (Intellectual Property Rights) and in any certificate delivered to Buyer regarding any such matter pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the Parties to this Agreement, until the second (2nd) anniversary of the Closing Date; provided, further, no right to indemnification pursuant to Article VII in respect of any claim that is sixty days following made in writing prior to the expiration of the Indemnity Claim Period applicable to such claim shall be affected by the expiration of such representations and warranties; and provided, further, that the expiration of the Indemnity Claim Period applicable to a claim shall not affect the rights of any Indemnified Person under Article VII or otherwise to seek recovery of Indemnifiable Damages arising out of any claim based on the willful fraud or willful misrepresentation by Seller or any Member until the expiration of the applicable statute of limitations. (bc) The If the Acquisition is consummated, all of the agreements and covenants of the Parties contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years requiring performance after the Closing Date with respect to a claim for breach shall survive Closing and remain in full force and effect regardless of any investigation or disclosure made by or on behalf of any of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect Parties to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5this Agreement.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All covenants and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants agreements contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach until fully performed. All of the representations and warranties other than of Sellers contained in Sections 5.1, 5.2, 5.5, and 5.11 shall survive Closing hereunder and continue in full force and effect for one day beyond the Fundamental Representations and applicable statute of limitations involving any obligation or liability arising thereunder, the representations and warranties of Sellers contained in Section 3.55.18 shall survive Closing hereunder and continue in full force and effect for a period of three (3) years, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the and all other representations and warranties of Sellers under this Agreement shall survive Closing hereunder and continue in full force and effect for a period of eighteen (18) calendar months thereafter. The representations and warranties of Buyer contained in Sections 4.1, 4.2, and 4.5 shall survive the Closing hereunder and continue in full force and effect for one day beyond the applicable statute of limitations involving any obligation or liability arising thereunder, and all other representations and warranties of Buyer under this Agreement shall survive Closing hereunder and continue in full force and effect for a period of eighteen (18) calendar months thereafter. The obligation of any Party to indemnify another Party shall terminate when the applicable representation or warranty terminates. Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 3.58.1 if notice describing in reasonable detail the basis for any alleged inaccuracy or breach giving rise to such right or potential right of indemnity shall have been given to the Party against whom such indemnity may be sought on or before 5:00 P.M., Chicago time, on the date on which such representation or warranty expires pursuant to this Section 8.1 (regardless of when the Adverse Consequences in respect thereof may actually be incurred).

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser Parent contained in this Agreement will shall survive the Closing and continue in full force and effect until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date; provided, provided however, that the Fundamental Representations and (i) the representations and warranties contained in made pursuant to Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Capitalization of the Members of the Education Group), 3.3 (Authority Relative to this Agreement) and 3.18 (Brokers) shall survive indefinitely, (ii) the representations and warranties made pursuant to Section 3.5 will 3.21 (Anti-Corruption Laws; Certain Regulatory Matters) shall survive the Closing until the eighth (8th) anniversary thereof, (iii) the representations and warranties made pursuant to Sections 3.13(h) and (k) (Taxes) shall survive until the date that is sixty thirty (30) days following the expiration of the applicable statute statutory period of limitations. limitation and (biv) The covenants contained in this Agreement the representations and warranties made pursuant to Section 3.13 (Taxes) (other than the representations made pursuant to Sections 3.13(h) and (k)) shall not survive the Closing. Written notice of a claim for indemnification must be given by Purchaser to Sellers in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered the provisions hereof prior to the expiration of the applicable survival periods set forth representations and warranties, in this Section 7.1, which case such claim shall survive until finally resolved or judicially determined. (b) The representations and any claims for indemnification for which notice is not timely delivered warranties of Purchaser contained in accordance with this Agreement shall be expressly barred survive the Closing and are hereby waivedcontinue in full force and effect until of the date eighteen (18) months following the Closing Date; provided, provided however, that if(i) the representations and warranties made pursuant to Sections 4.1 (Organization and Qualification; Subsidiaries), prior 4.2 (Authority Relative to such this Agreement) and 4.8 (Broker’s Fees) shall survive indefinitely and (ii) the representations and warranties made pursuant to Section 4.7 (Tax Matters) shall survive until thirty (30) days following the expiration of the applicable date, a party shall have notified any other party in accordance with the requirements statutory period of this Agreement limitation. Written notice of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim)must be given by Sellers to Purchaser in accordance with the provisions hereof prior to the expiration of the applicable representations and warranties, in which case such claim shall continue survive until finally resolved or judicially determined. (c) No covenant or agreement contained herein that is to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought performed on or prior to the third anniversary Closing Date shall survive the Closing Date unless otherwise expressly agreed by the Parties; provided, however, that the foregoing shall in no respect limit the rights of the date on which the claim notice in respect Parties to seek indemnification for any breach of such indemnification claim is first submittedcovenant or agreement occurring before the Closing. In no event shall any such formal Action Any covenant and agreement to be brought more than (i) six (6) years performed, in whole or in part, after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after shall survive the Closing Date in accordance with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5its terms.

Survival of Representations, Warranties, Covenants and Agreements. If the Transactions are consummated, all of the representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing; provided, however, that (a) The subject to clause (b), the representations and warranties of Buyer and Seller and Purchaser contained set forth in this Agreement will shall survive the Closing through and until 5:00 11:59 p.m. New York time (California time) on the date which that is eighteen the twelve (1812) months following month anniversary of the Closing Date, provided that the Fundamental Representations ; and the (b) Seller’s representations and warranties contained in Section 3.5 will 3.1(a), Section 3.1(b), Section 3.2, the first two sentences of Section 3.4(a), Section 3.7, and Section 3.16 (the “Fundamental Representations”) and the representations and warranties of Buyer set forth in Section 4.1, Section 4.2, Section 4.4, and Section 4.8 (the “Buyer Fundamental Representations”) shall survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) . The covenants contained survival periods set forth in the immediately preceding sentence are referred to in this Agreement as the “Survival Periods.” In the event that an Indemnified Party shall survive in accordance with their respective terms. (c) Notices deliver a Claim Certificate to an Indemnifying Party setting forth facts evidencing that a claim for claims indemnification under this Article VII may be made in respect of a breach of a representation, warranty, covenant or agreement must be delivered of the Indemnifying Party set forth in this Agreement prior to the expiration of the applicable Survival Period, then such representation, warranty, covenant or agreement shall continue in full force and effect solely with respect to such claim until the final resolution thereof. It is the express intent of the Parties that, if the applicable survival periods set forth period for an item contemplated by this Section 7.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item will be reduced to the shortened survival period contemplated herein. The covenants contained in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and that by their terms are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years performed after the Closing Date with respect shall survive Closing according to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5their terms.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller warranties, covenants and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants agreements contained in this Agreement shall survive the Closing as follows: (a) the representations and warranties in accordance Sections 3.8 and 4.8 (Tax Matters), Sections 3.9 and 4.9 (Employee Matters; ERISA), Sections 3.10 and 4.10 (Environmental Protection) and Sections 3.20 and 4.19 (Intellectual Property) shall terminate when the applicable statutes of limitations with their respective terms.respect to the liabilities in question expire (after giving effect to any extensions or waivers thereof), plus sixty (60) days; (b) the representations and warranties in Sections 3.3 and 4.3 (Capitalization), Sections 3.4(a) and 4.4(a) (Authority), Article V and the covenants and agreements set forth in this Agreement shall not terminate; and (c) Notices for claims all other representations and warranties in this Agreement or in any certificate delivered by any Party hereto to another party in connection with this Agreement shall terminate two years after the Closing Date; provided that any representation or warranty in respect of a which indemnity may be sought under Section 10.2, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 10.1 if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or potential right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. Notwithstanding anything in this Section 10.1 to the contrary, in the event of any breach of a representation or warranty by a party that constitutes actual fraud, the representation or warranty shall survive consummation of the transactions contemplated in this Agreement and continue in full force and effect without any time limitation. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law. The representations, warranties, covenants and agreements made herein, including the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the Contemplated Transactions between the parties and, accordingly, a party shall be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement must be delivered prior to the expiration by another party notwithstanding any investigation, inquiry or examination made for or on behalf of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought followingparty, or arising out the knowledge of a dispute related toany party's officers, such indemnification procedures)directors, seeking indemnification for breach of a representation shareholders, employees or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations agents or the representations and warranties contained in Section 3.5acceptance by any party of any certificate or opinion hereunder.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to the contrary in this Agreement, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (awhether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The representations representations, warranties, covenants and warranties agreements of Seller Linkage, the Key Linkage Shareholders and Purchaser AsiaInfo contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18a) months following the Closing Date, provided that the Fundamental Representations and indefinitely with respect to the representations and warranties contained in Section 3.5 will survive Sections 2.3, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until the date that is sixty (60) calendar days following after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the applicable statute eighteen (18) month anniversary of limitations. the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (bd) The covenants with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement must be delivered prior that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the expiration of the applicable survival periods matters set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, Claim Notice or Indemnity Notice) if a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement Claim Notice or Indemnity Notice (whether or not formal Action as applicable) shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in timely given under Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 8.3(a) on or prior to such termination date, until the third anniversary related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the date on which the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim notice at any time in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations covenants and warranties agreements contained in Section 3.5, or (ii) seven (7) years after this Agreement. Any such claim by a Linkage Party shall not be subject to any of the Closing Date qualifications and limitations with respect to a breach of the Fundamental Representations or the representations and warranties contained indemnification set forth in Section 3.58.2 and Section 8.3.

Survival of Representations, Warranties, Covenants and Agreements. Each party hereto shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties hereto contained in this Agreement (aas qualified by the Disclosure Letter) The and in any certificate delivered by any other party hereto at the Closing without regard to investigation or knowledge. If the Merger is consummated, all of the representations and warranties of Seller and Purchaser the Company contained in this Agreement will and such certificates shall survive the Closing until 5:00 p.m. New York time and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the date which is eighteen (18) months following the Closing Dateparties to this Agreement, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the fifteen (15) month anniversary of the Closing Date (the “Indemnity Holdback Period”); provided, however, that (i) the representations and warranties of the Company contained in Section 2.17(c), Section 2.17(e), Section 2.17(g), Section 2.17(h) (Intellectual Property) and in any certificate delivered to Acquiror regarding any matter set forth in such subsections of this Agreement pursuant to any provision of this Agreement (the “Extended Representations”), will remain operative and in full force and effect regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is the three (3) year anniversary of the Closing Date; and (ii) the representations and warranties of the Company contained in Section 2.1 (Organization, Standing and Power), Section 2.2 (Subsidiaries), Section 2.4 (Authority and Enforceability), Section 2.5 (Non-Contravention), Section 2.8 (Capital Structure), Section 2.19 (Taxes), and Section 2.28 (Finders’ Fees; Transaction Expenses) and in any certificate delivered to Acquiror regarding any matter set forth in such sections of this Agreement pursuant to any provision of this Agreement (the “Fundamental Representations”), will remain operative and in full force and effect regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is the five (5) year anniversary of the Closing Date, except for Section 2.19 (Taxes) which shall remain operative and full force and effect until the expiration of the applicable statute of limitations. limitations plus a period of thirty (b30) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims days. No right to indemnification pursuant to Article VIII in respect of a breach of a representation, warranty, covenant or agreement must be any claim that is set forth in an Officer’s Certificate delivered to the Company Holders’ Agent prior to the expiration of the Indemnity Holdback Period or applicable survival periods set forth in this Section 7.1period hereunder, and as appropriate (if any claims for indemnification for which notice such period is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior applicable to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), shall be affected by the expiration of such claim representations and warranties; and provided, further, that such expiration shall continue not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Damages arising out of Fraud. If the Merger is consummated, the representations and warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall expire and be subject of no further force or effect as of the date that is the twelve (12) month anniversary of the Closing Date. If the Merger is consummated, all other covenants and agreements of the parties (including the covenants and agreements set forth in Article IV and Article V) shall survive until the date that is the four (4) year anniversary of the Closing Date or for the period explicitly specified therein; provided, however, that no right to indemnification in accordance with this Article VII or pursuant to Article VIII notwithstanding in respect of any claim based upon any breach of a covenant or agreement shall be affected by the passing expiration of such applicable datecovenant; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant Indemnified Persons’ right to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to Indemnified Taxes will remain operative and in full force and effect until the third anniversary expiration of the date on which the claim notice in respect applicable statute of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than limitations plus a period of thirty (i30) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5days.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All representations, warranties, covenants and warranties of Seller and Purchaser contained agreements set forth in this Agreement, the other Transaction Documents or in any certificate delivered in connection with this Agreement will or the transactions contemplated by this Agreement shall survive the Closing until 5:00 p.m. New York time on Date. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(c)(i) unless written notice of a claim thereof (a “Claim”) is delivered to the other Party no later than the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” means the date which is eighteen (18) months following of expiration of the Closing Date, Holdback Period; provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until Applicable Limitation Date shall be (x) the date that is sixty days following the of expiration of the applicable statute of limitations. limitations (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior including any extensions thereto to the expiration extent that such statute of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance limitations may be tolled) with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant respect to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than following Losses: (i) six (6) years after the Closing Date with respect to any Loss arising from or related to a claim for breach of the representations and warranties other than of the Fundamental Representations Company and the representations and warranties contained Equityholders set forth in Section 3.53.2 (Organization; Corporate Power; Capitalization), or Section 3.3 (Authorization of Transactions), Section 3.12 (Intellectual Property) and Section 3.23 (Environmental Matters), and (ii) seven (7) years after the Closing Date with respect to any Loss arising from or related to a breach of the Fundamental Representations representations and warranties of the Equityholders set forth in Section 4.1 (Ownership of Shares) or Section 4.2 (Authorization of Transactions), and (y) the date described below with respect to any Loss arising from or related to a breach of the representations and warranties contained of the Company and the Equityholders set forth in Section 3.53.10 (Taxes). Notwithstanding anything to the contrary contained herein, the representations and warranties set out in Section 3.10 (Taxes) shall survive for a period of 90 days following the expiration of all periods allowed for objecting to or appealing from the final determination of any proceedings relating to any assessment, reassessment or additional assessment of the Company by any governmental authority in respect of any Tax period ending on or prior to the Closing Date; provided, however, that Buyer shall in no circumstances be allowed to voluntarily extend any such periods, even if requested to do so by a governmental authority, without the consent of the Representative not to be unreasonably withheld, conditioned or delayed. For these purposes, a final determination means (i) the expiry of the period to appeal from or object to the relevant assessment, reassessment or additional assessment by a taxing authority if no appeal is taken or no objection is made, (ii) the entering into of any agreement by the Company and such a taxing authority in full settlement of a dispute regarding such assessment, reassessment, additional assessment or proposed assessment, reassessment or additional assessment or (iii) the decision by a court or tribunal of competent jurisdiction regarding the relevant assessment, reassessment or additional assessment from which no appeal may be taken or the period during which an appeal may be taken has expired and no appeal has been taken.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in ARTICLE III and the representations and warranties of Buyer contained in ARTICLE IV are made only as of the date of this Agreement will survive and as of the Closing until 5:00 p.m. New York time Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date which that is eighteen (18) 18 months following the Closing Date, provided except that the Fundamental Representations and the Seller's representations and warranties contained in Section 3.5 will (i) Sections 3.15 and 3.25 shall survive until the date that is sixty days following the expiration third anniversary of the applicable statute Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of limitations. the Closing Date and (biii) Sections 3.1, 3.2, 3.7 and 3.17(a) (with respect only to clause (i) of the second sentence thereof) shall not expire. The covenants and agreements contained in this Agreement Agreement, except as otherwise expressly provided herein, shall survive the Closing in accordance with their respective terms. (c; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) Notices for claims and 5.3(b) shall terminate on the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in respect Sections 8.1(b) and 8.2, from and after the expiration of a breach of a any such representation, warranty, covenant or agreement must of Seller, such representation, warranty, covenant or agreement shall be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1no further force or effect, and Buyer shall not, and shall cause each other Buyer Indemnitee not to, assert any claim or bring any legal action, suit or proceeding based upon any inaccuracy in or breach of, or any breach of any obligation in respect of, or any other claim with respect to, such representation, warranty, covenant or agreement. (b) All claims for indemnification for which notice is not timely delivered in accordance under Section 8.2 with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant respect to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement representations and warranties contained herein must be brought asserted on or prior to the third anniversary date of the date on which the claim notice in respect expiration of such indemnification claim is first submitted. In no event shall any representations and warranties set forth in Section 8.1(a), by the transmittal of written notice to Seller on or prior to such formal Action be brought more than (i) six (6) years after the Closing Date date of expiration in accordance with Section 8.3(a), and all legal actions, suits or proceedings with respect to a claim for breach such claims must be brought within 60 days after such date of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.expiration. 8.2

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller made by Seller, Parent and Purchaser contained Buyer in this Agreement will and in any certificate or other writing delivered by or on behalf of Seller, Parent and Buyer pursuant to the terms of this Agreement shall survive the Closing until 5:00 p.m. New York (and claims based upon or arising out of such representations and warranties may be asserted at any time on the date which is eighteen before) one (181) months following year after the Closing Date; provided, provided however, that the Fundamental Representations and the representations and or warranties contained in Section 3.5 will 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and Consents) and Section 5.8 (Brokers) shall survive until the Closing until, and may be asserted at any time prior to, the later of the date that is sixty forty-five (45) days following after the expiration of the applicable statute of limitations. limitations (bgiving effect to any waiver, mitigation or extension thereof mutually agreed to by the Parties) applicable thereto and the date that is forty-five (45) days after the third anniversary of the Closing Date (with respect to any given representation and warranty, the “Survival Period”). The covenants contained in this Agreement expiration of the Survival Period with respect to a given representation and warranty provided herein shall survive in accordance with their respective terms. (c) Notices for claims not affect a Party in respect of any claim asserted by such Party in reasonable detail in a breach of a representation, warranty, covenant or agreement must be delivered writing received by the Indemnifying Party prior to the expiration of the applicable survival periods set forth Survival Period provided in this Section 7.1, Agreement with respect to such representation and any claims for indemnification for which notice is not timely delivered warranty. (b) All covenants and agreements contained herein that by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable datetheir terms; provided, further, however, that any formal Action (which for the avoidance covenants of doubt do not include acts taken pursuant to the indemnification procedures Seller set forth in (i) Section 7.66.16 (Seller Covenant Not to Solicit Employees) shall remain in full force and effect for the period beginning on the Closing Date and ending on the date that is three (3) months after the expiration of the nonsolicitation period provided therein, but do include formal Actions brought following, or arising out and (ii) Section 9.3 (Tax Payments and Indemnification) and Section 6.12 (Tax Matters) shall remain in full force and effect for the period beginning on the Closing Date and ending on the later of a dispute related to, such indemnification procedures), seeking indemnification for breach the date that is forty-five (45) days after the expiration of a representation or warranty pursuant to this Agreement must be brought on or prior to the statute of limitations applicable thereto and the date that is forty-five (45) days after the third anniversary of the date on which the claim notice Closing Date, except in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date each case with respect to unperformed obligations arising from a claim for breach asserted in good faith by Parent and Buyer in reasonable detail in writing prior to the end of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5such period.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All representations, warranties, agreements and warranties indemnities of Seller Sellers and Purchaser the Shareholder contained in this Agreement will survive the Closing until 5:00 p.m. New York Date; provided, that no claim for any misrepresentation or breach of a representation or warranty may be asserted at any time on after the second anniversary of the date which is eighteen of this Agreement, except that (18i) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties a claim for any misrepresentation or breach of a representation or warranty contained in Section 3.5 will survive 4.1 (Organization and Authority of Sellers to Conduct Business), Section 4.3 (Power and Authority; Binding Effect), Section 4.4(a) (Title; Condition of Tangible Personal Property), and Section 4.26 (Brokers) and any claim that any Seller and/or the Shareholder engaged in a fraudulent activity, or committed a fraud, may be asserted at any time, and (ii) a claim for any misrepresentation or breach of a representation or warranty contained in Section 4.8 (Tax Matters), Section 4.11 (Labor Matters), Section 4.12 (Employee Benefits) and Section 4.21 (Environmental) may be asserted until the date that is sixty days following the expiration of the applicable statute of limitationslimitations period (the period applicable to such representations and warranties shall be referred to as the “Claims Period”). Any claim made by a Purchaser with respect to the representations and warranties of Sellers and/or the Shareholder and their predecessors contained in this Agreement must be initiated by such Purchaser during the applicable Claims Period. All of the representations and warranties of Sellers and/or the Shareholder contained in this Agreement will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of any Purchaser or their Representatives. (b) The All covenants and agreements of Sellers and the Shareholder contained in this Agreement shall (including, but not limited to, the obligation of Sellers and the Shareholder, as applicable, to convey the Purchased Assets to Purchasers free and clear of any Encumbrance, the obligations of Sellers set forth in Section 3.4 hereof and the indemnification obligations of Sellers and the Shareholder set forth in Section 9.2) will survive in accordance with their respective termsthe Closing Date until fully performed or discharged. (c) Notices for claims in respect All representations and warranties of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth Purchasers contained in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with will survive the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable dateClosing Date; provided, further, however, that no claim for any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, misrepresentation or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must may be brought on or prior to asserted at any time after the third second anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than this Agreement (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.“

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of the Sellers set forth in Article III and Buyer set forth in Article IV (other than the Seller Fundamental Representations, the Buyer Fundamental Representations and Purchaser contained the representations and warranties set forth in this Agreement will Section 3.12 (Taxes)) shall survive the Closing until 5:00 p.m. New York time on the date which is for a period of eighteen (18) months following the Closing Date, provided that ; (b) The applicable representations in Section 3.14 shall survive for a period of twelve (12) months following (i) the Fundamental Representations applicable Assignment Date (as defined in the applicable Assignment of Lease Agreement) in respect of the applicable Assigned Real Property Lease and (ii) the Commencement Date (as defined in the Sublease Agreement) in respect of the Sublease Agreement. (c) The representations and warranties contained of the Sellers set forth in Section 3.5 will 3.12 (Taxes) and the indemnity for Taxes provided in Section 6.2(a)(iii) shall survive the Closing until the date that is sixty (60) days following after the expiration of the applicable statute statutes of limitationslimitations for Taxes. (bd) The Seller Fundamental Representations and the Buyer Fundamental Representations shall survive the Closing indefinitely. (e) Each of the covenants contained and agreements of the Parties in this Agreement (an “MTA Covenant”) shall survive the Closing in accordance with their respective terms. its terms until the longer of (ci) Notices for claims in respect eighteen (18) months following the date hereof and (ii) full performance of a breach such MTA Covenant. For the purposes of a representationthis Article VI, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement Sections 6.1(a) to (e) each shall be expressly barred and are hereby waivedreferred to hereinafter as a “Survival Period.” Notwithstanding the foregoing, provided that if, prior to such applicable date, if an Indemnified Party delivers a party shall have notified any other party in accordance with Claim Notice meeting the requirements of this Agreement prior to the expiration or termination of a claim for indemnification under this Agreement (whether the applicable Survival Period with respect to an Indemnification Claim made pursuant to Section 6.2, then such Indemnification Claim will continue until the final amount of recoverable Losses is determined by final agreement, settlement, judgment or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification award binding on Buyer and the Sellers in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5VI.

Survival of Representations, Warranties, Covenants and Agreements. (a) The All of the representations and warranties of Seller and Purchaser Buyer contained in this Agreement, any Related Agreement, or in any certificate or other instruments delivered pursuant to this Agreement and all covenants and agreements of Seller and Buyer contained in this Agreement that are to be performed in their entirety prior to the Closing shall survive the Closing until, and shall terminate on, the date that is fifteen (15) months after the Closing Date (the expiration of such period, the “Survival Date”); provided, however, that the representation and warranties of Seller contained in (i) Section 3.01(a) (Organization of the Target Companies), Section 3.02 (Authorization of Transaction; Binding Effect) and Section 3.04 (Capitalization; Subsidiaries) (collectively, the “Fundamental Representations”) shall survive the Closing until, and shall terminate on the expiration of the applicable statute of limitations (the “Fundamental Rep Survival Date”) and (ii) Section 3.11 (Tax Matters) and Section 3.17 (Employee Benefits) will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until shall terminate on, the date that is sixty thirty (30) calendar days following the expiration of the applicable statute of limitationslimitations (the “Extended Rep Survival Date”). (b) The All covenants and agreements of Seller and Buyer contained in this Agreement that are to be performed in whole or in part after the Closing Date shall survive in accordance with their respective termsterms and unless an earlier date is specified herein, shall terminate on the date the is the fourth anniversary of the Closing Date; provided that all covenants and agreements contained in Sections 6.09 and 6.10 shall terminate on the date that is the seventh anniversary of the Closing Date. (c) Notices The representations and warranties, covenants and obligations of Seller, and the rights and remedies that may be exercised by the Indemnified Parties, will not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnified Parties or any of their Affiliates. Such representations and warranties, covenants and obligations will not be affected or deemed waived by reason of the fact that the Indemnified Parties knew or should have known that any representation or warranty might be inaccurate or that the Indemnifying Party failed to comply with any agreement or covenant. Any investigation by such party will be for claims its own protection only and will not affect or impair any right or remedy hereunder. (d) The parties acknowledge and agree that if any Target Company suffers, incurs or otherwise becomes subject to any Damage as a result of or in respect of a connection with any inaccuracy in or breach of a any representation, warranty, covenant or agreement must be delivered prior to the expiration obligation, then (without limiting any of the applicable survival periods set forth in this Section 7.1rights of any Target Company as an Indemnified Party) Buyer will also be deemed, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements by virtue of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary its ownership of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach stock of the representations Target Companies, to have incurred such Damage as a result of and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, connection with such inaccuracy or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5breach.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the last three (a3) The sentences of this Section 9.1, the representations and warranties of the Seller and the Shareholders on the one hand, and the Purchaser on the other hand, contained in this Agreement shall survive until the second anniversary of the Closing Date, except that the representations and warranties set forth in each of Section 3.9, Section 3.17, Section 3.20 and Section 3.25 shall survive until the expiration of the statute of limitations applicable to the subject matter addressed thereunder. The covenants and agreements of the Seller and the Shareholders on the one hand, and of the Purchaser on the other hand, contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with by their own respective terms. (c) Notices for claims in respect of a breach of a , they have been fully performed. Any representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification would otherwise terminate in accordance with this Article VII 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 10 on or prior to the third anniversary of the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any breach of the representations and warranties other than the Fundamental Representations and the representations and warranties representation or warranty contained in Section 3.5this Agreement made by any party or any written information furnished by any party that was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by any or all of the Seller or the Shareholders in this Agreement or any information furnished or caused to be furnished by any or all of the Seller or the Shareholders to the Purchaser that is incorporated in, or (ii) seven (7) years after is the Closing Date basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with respect to a breach any Purchaser Financing Transaction shall survive until the expiration of the Fundamental Representations all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or the representations and warranties contained omissions in Section 3.5such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations Each of the representations, warranties, covenants and warranties agreements contained herein or in any schedule, exhibit or certificate delivered by any party to any other parties incident to the transactions contemplated hereby are material and shall be deemed to have been relied upon by the other parties. Each of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained herein or in any schedule, exhibit or certificate delivered by any party to any other parties incident to the transactions contemplated hereby shall survive the Closing until the second anniversary of the date of the Closing, except for (i) the representations and warranties made in Section 3.5 will 3.9, which shall survive until the date that is sixty days following the expiration of the applicable statute of limitations. , if any, and (bii) The covenants contained the representations and warranties made in this Agreement Sections 3.3, 3.4(b), 3.5, 3.21, 4.2, 4.3, 7.3 and 7.7, which shall survive indefinitely. The expiration of any representation or warranty shall not affect any claim asserted in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered writing by an indemnified party to an indemnifying party prior to the date of such expiration in the manner provided in this Section 13. All covenants and agreements contained herein or in any schedule, exhibit or certificate delivered by any party to any other parties incident to the transactions contemplated hereby not fully performed prior to the Closing shall survive the Closing and continue thereafter until fully performed (except to the extent such covenants or agreements are by their terms to be performed solely prior to Closing and 74 performance thereof is waived in conjunction with the Closing). Any investigation, audit or other examination that may have been made or may be made at any time by or on behalf of the applicable survival periods party to whom any such representation or warranty is made shall not limit or diminish such representations and warranties, and the parties may rely on the representations and warranties set forth in this Section 7.1Agreement irrespective of any information obtained by them by any investigation, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether audit or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII examination or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5otherwise.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and other agreements of the Parties contained in this Agreement or in any certificates delivered at Closing pursuant to this Agreement and the Parties’ other obligations will survive the Closing for the periods specified in this Section 10.1 (the “Survival Date”); provided, that the expiration of the Survival Date shall not limit or extinguish any claim for indemnification made in writing by any Person that may be entitled to indemnification under this Agreement (the “Indemnified Person”), to the indemnifying Party or Parties hereunder (the “Indemnifying Person”) on or prior to the applicable Survival Date: (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18Survival Date for claims under Section 10.2(a)(i) months following the Closing Date, provided that the Fundamental Representations and with respect to the representations and warranties contained set forth in Section 3.5 will 4.1 (Organization and Qualification), Section 4.2 (Authority Relative to this Agreement) and Section 4.15 (Brokers) (collectively, the “Contributor Fundamental Representations”) and for claims under Section 10.3(a)(i) with respect to the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Authority Relative to this Agreement) and Section 5.5 (Brokers) (collectively, the “Purdue Fundamental Representations”) shall survive the Closing until the date that is sixty (60) days following after the expiration running of the applicable statute of limitationslimitations (giving effect to any waiver, mitigation, tolling or extension thereof) for the matters described therein. (b) The covenants contained Survival Date for claims under Section 10.2(a)(ii) with respect to the representations and warranties set forth in this Agreement Section 4.7(a) (Intellectual Property), Section 4.13 (Education Matters) and Section 4.14 (Sufficiency of Institutional Assets) (collectively, the “Contributor Extended Representations”) shall survive in accordance with their respective termsthe Closing until the three (3) year anniversary of the Closing Date. (c) Notices The Survival Date for claims under Section 10.2(a)(ii) with respect to the representations and warranties set forth in Article 4 (Representations and Warranties of Contributor) other than the Contributor Fundamental Representations and the Contributor Extended Representations and the Survival Date for claims under Section 10.3(a)(ii) with respect to the representations and warranties set forth in Article 5 (Representations and Warranties of a breach the Purdue Parties) other than the Purdue Fundamental Representations shall survive the Closing until the eighteen (18) month anniversary of a representationthe Closing Date. (d) Subject to any applicable statute of limitations (giving effect to any waiver, warrantymitigation, tolling or extension thereof) and except as otherwise provided in this Agreement, the Survival Date for claims under Sections 10.2(a)(iii)-(v) and Sections 10.3(a)(iii)-(v) shall survive Closing indefinitely; provided, however, that (a) the Survival Date for claims under Section 10.2(a)(iii) and Section 10.3(a)(iii) with respect to any covenant or agreement must in this Agreement or any Closing Instrument required to be delivered prior fully-performed on or before the Closing Date shall survive the Closing until the twelve (12) month anniversary of the Closing Date. (e) The obligations to indemnify under this Article 10 shall not terminate with respect to any specific matter as to which the Indemnified Person shall have, before the expiration of the applicable survival periods set forth in this Section 7.1Survival Date, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of previously made a claim for indemnification under this Agreement by delivering a written notice thereof (whether or not formal Action shall have been commenced based upon such claim), stating in reasonable detail the basis of such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior extent then known to the third anniversary of party giving notice) (a “Claim Notice”) to the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Indemnifying Person.

Survival of Representations, Warranties, Covenants and Agreements. (a) The All representations and warranties of Seller contained in this Agreement will survive the Closing Date for a period of eighteen (18) months; except that (i) the representations and warranties in Section 4.3 (Power and Authority; Binding Effect), Section 4.4 (Title) and Section 4.24 (Brokers) will survive indefinitely, (ii) the representations and warranties contained in Section 4.8 (Taxes) and Section 4.12 (Employee Benefits) shall survive until sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers and extension thereof), and (iii) the representations and warranties contained in Section 4.20 (Environmental) will survive the Closing for a period of five (5) years (the period applicable to such representations and warranties shall be referred to as the "Claims Period"). Any claim made by Purchaser with respect to the representations and warranties of Seller and its Predecessors contained in this Agreement must be initiated by Purchaser during the applicable Claims Period. All of the representations and warranties of Seller contained in this Agreement will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Purchaser or its Representatives. (b) All covenants and agreements of Seller contained in this Agreement (including, but not limited to, the obligation of Seller to convey the Purchased Assets to Purchaser free and clear of any Encumbrance (except the Permitted Encumbrances) and the indemnification obligations of Seller set forth in Section 9.2) will survive the Closing Date until fully performed or discharged. (c) All representations and warranties of Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is Date for a period of eighteen (18) months following the Closing Date, provided that the Fundamental Representations and ("Purchaser Claims Period"). Any claim made by Seller with respect to the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants Purchaser contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration initiated during Purchaser Claims Period. All covenants and agreements of the applicable survival periods set forth Purchaser contained in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or including, but not formal Action shall have been commenced based upon such claim)limited to, such claim shall continue the obligation of Purchaser to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding pay the passing of such applicable date; providedPurchaser Employee Bonus Payment, furtherthe Seller Employee Bonus Payment, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to Retention Payments and the indemnification procedures obligations of Purchaser set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i9.3) six (6) years after will survive the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, until fully performed or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5discharged.

Survival of Representations, Warranties, Covenants and Agreements. (a) Notwithstanding any right of Parent (whether or not exercised) to investigate the affairs of the Company (whether pursuant to Section 5.2 or otherwise) or a waiver or non-assertion by Parent and Merger Sub of any closing condition set forth in Article 6 or any termination right set forth in Article 8, each party shall have the right to rely fully upon the representations and warranties of the other party or parties hereto set forth in this Agreement, the Escrow Agreement and the certificates and other instruments delivered in connection herewith or therewith. (b) The representations and warranties of Seller the Company and Purchaser contained the Signatory Stockholders set forth in this Agreement will or in any certificates and instruments delivered by the Company in connection herewith or therewith shall survive the Closing Merger and continue until 5:00 11:59 p.m. New York time (California time) on the date which is eighteen one (181) months following year anniversary of the Closing DateDate (or if this Agreement is terminated prior to the Closing, provided 11:59 p.m. (California time) on the one (1) year anniversary of the date of termination); provided, however, that notwithstanding the Fundamental Representations foregoing, (i) the representations and warranties of the Company set forth in Section 2.5 (Company Capitalization) shall survive the Merger and continue indefinitely, (ii) the representations and warranties of the Company set forth in Section 2.11 (Taxes) shall survive the Merger and continue until the expiration of the applicable statute of limitations (including extensions thereof), (iii) the representations and warranties of the Signatory Stockholders set forth in Section 2A.5 (Legal Ownership of Company Capital Stock) shall survive the Merger and continue indefinitely (the representations and warranties described in the foregoing clauses (i), (ii) and (iii) being referred to herein as “Special Representations”), and (iv) the representations and warranties of the Company set forth in Section 2.19 (Intellectual Property) and any representation or warranty of the Company related to the matter set forth on Schedule 7.1(b) (the “Listed Matter”) (the representations and warranties of the Company set forth in Section 2.19 (Intellectual Property) and the representations and warranties contained of the Company related to the Listed Matter being referred to herein together as the “IP Representations”) shall survive the Merger and continue until 11:59 p.m. (California time) on the two (2) year anniversary of the Closing Date. The applicable expiration date described above is referred to herein as the “Expiration Date.” Notwithstanding the foregoing or anything to the contrary in Section 3.5 will survive until the date this Agreement, (i) no right to indemnification pursuant to Article 7 in respect of any claim that is sixty days following set forth in an Officer’s Certificate delivered in accordance with the terms hereof prior to the applicable Expiration Date shall be affected by the expiration of such representations and warranties pursuant hereto and (ii) no such expiration shall affect the rights of any Parent Indemnified Party under Article 7 or otherwise to pursue claims for indemnification for Losses arising out of any fraud or willful misconduct until the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement . No Parent Indemnified Parties shall survive in accordance with their respective terms. (c) Notices be permitted to bring and the Effective Time Company Stockholders shall not have any Liability for claims in respect of any claim for a breach of a representation, warranty, covenant or agreement must be contained in this Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith and therewith, to the extent notice of such claim set forth in an Officer’s Certificate is not delivered to the applicable Indemnifying Party prior to the expiration applicable Expiration Date. (c) In the event that the Merger is consummated, the representations and warranties of the applicable survival periods Parent and Merger Sub set forth in this Agreement or in any certificate or other instrument delivered in connection herewith shall expire and be of no further force or effect. (d) Notwithstanding anything to the contrary set forth in this Agreement, the covenants and other agreements set forth in this Agreement or in the Escrow Agreement shall survive the Merger indefinitely in accordance with their respective terms; provided, however, that notwithstanding the foregoing, the indemnification obligations set forth in Section 7.1, 7.2(a)(i)(C) shall only survive the Merger and continue until 11:59 p.m. (California time) on the two (2) year anniversary of the Closing Date unless an Officer’s Certificate in respect of any claims for indemnification for which notice is not timely claim under such Section 7.2(a)(i)(C) shall have been delivered in accordance with the terms of this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable datesecond anniversary, a party shall have notified any other party in accordance with which event the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures claim(s) set forth in such Officer’s Certificate and the indemnification obligations in respect thereto (if any) shall survive until such claims have been finally and fully resolved or satisfied. No Parent Indemnified Parties shall be permitted to bring and the Effective Time Company Stockholders shall not have any Liability for any indemnification claim under Section 7.6, but do include formal Actions brought following, or arising out 7.2(a)(i)(C) to the extent notice of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant claim set forth in an Officer’s Certificate is not delivered to this Agreement must be brought on or the applicable Indemnifying Party prior to 11:59 p.m. (California time) on the third second anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Date.

Survival of Representations, Warranties, Covenants and Agreements. (a) Except as set forth in ARTICLE VII and Section 8.1(b) hereof, the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any Person controlling any such party or any of their Representatives whether prior to or after the execution of this Agreement. (b) The representations and warranties of Seller made by the Sellers, the Company and Purchaser contained Buyer in this Agreement will shall survive the Closing until 5:00 p.m. New York (and claims based upon or arising out of such representations and warranties may be asserted at any time on the date which is eighteen before) twelve (1812) months following after the Closing Date. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, provided that subject to the Fundamental Representations and last sentence of this Section 8.1(b), no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in Section 3.5 will survive until this Agreement after the date that is sixty days following the expiration Survival Period with respect to such representation or warranty. The covenants and agreements of the applicable statute of limitations. (b) The covenants contained parties hereto in this Agreement shall survive the Closing without any contractual limitation on the period of survival (other than those covenants and agreements that are expressly required to remain in accordance with their respective terms. full force and effect for a specified period of time) and other than the covenants and agreements to be performed prior to the Closing, which shall terminate at the Closing. The termination of the representations and warranties provided herein shall not affect a party (ci) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered any claim made by such party in reasonable detail in writing received by an Indemnifying Party prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, Survival Period provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5herein, or (ii) seven (7) years after the Closing Date with in respect to a breach of any claim of Actual Fraud of the Fundamental Representations or the representations and warranties contained in Section 3.5Indemnifying Party.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All covenants and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants agreements contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach until fully performed. All of the representations and warranties of Seller (a) contained in Section 5.01, Section 5.02, Section 5.03 and Section 5.04(a) (the “Seller Fundamental Representations”) shall survive the Closing and continue in full force and effect until the 20th anniversary of the Closing Date, (b) contained in Section 5.15 shall survive the Closing and continue in full force and effect until the fifth anniversary of the Closing Date, (c) contained in Section 5.08 shall survive the Closing and continue in full force and effect until the seventh anniversary of the Closing Date, and (d) all other than the Fundamental Representations and the representations and warranties of Seller under this Agreement shall survive Closing hereunder and continue in full force and effect for a period of 18 calendar months thereafter. The representations and warranties of Buyer contained in Section 3.54.01, or Section 4.02, Section 4.03 and Section 4.04 (iithe “Buyer Fundamental Representations”, and together with the Seller Fundamental Representations, the “Fundamental Representations”) seven (7) years after shall survive the Closing Date with respect to a breach and continue in full force and effect until the 20th anniversary of the Fundamental Representations or the Closing Date, and all other representations and warranties contained of Buyer under this Agreement shall survive Closing hereunder and continue in full force and effect for a period of 18 calendar months thereafter. The obligation of any Party to indemnify another Party shall terminate when the applicable representation or warranty terminates. Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 3.59.01 if notice describing in reasonable detail the basis for any alleged inaccuracy or breach giving rise to such right or potential right of indemnity shall have been given to the Party against whom such indemnity may be sought on or before 5:00 P.M., Chicago time, on the date on which such representation or warranty expires pursuant to this Section 9.01 (regardless of when the Losses in respect thereof may actually be incurred).

Survival of Representations, Warranties, Covenants and Agreements. (a) The If the Merger is completed, all of the representations and warranties of Seller and Purchaser the Company contained in Article IV of this Agreement will and of Parent contained in Article V of this Agreement shall survive the Closing and remain in full force and effect until 5:00 11:59 p.m. New York time Pacific Time on the date which is eighteen one (181) months following year after the Closing Date; provided, however, that (i) the representations and warranties made pursuant to Sections 4.3 (Authority and Enforceability), 4.7 (Capital Structure) and 4.11 (Title to Property) shall survive the Closing and remain in full force and effect until 11:59 p.m. Pacific Time on the date three (3) years after the Closing Date, provided that the Fundamental Representations and (ii) the representations and warranties contained made pursuant to Sections 4.17 (Taxes) shall survive the Closing and remain in Section 3.5 will survive full force and effect until the date that is sixty three (3) days following after the expiration of the applicable statute of limitations. limitations (b) The covenants contained together, Sections 4.3, 4.7, 4.11, and 4.17 are collectively referred to herein as the "Special Matters" and each time period described in this Agreement Section 9.1, an applicable "Survival Period"). If the Merger is completed, all covenants and agreements of the parties (including the covenants and agreements set forth in Article VI) shall survive in accordance with their respective terms. (c) Notices for claims in respect expire and be of a breach no further force or effect as of a representationthe Closing, warranty, covenant or agreement must be delivered prior except to the expiration of extent such covenants and agreements provide that they are to be performed after the applicable survival Closing. The parties acknowledge that the time periods set forth in this Section 7.1, Article IX and any claims for indemnification for which notice is not timely delivered elsewhere in accordance with this Agreement shall be expressly barred for the assertion of claims and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification notices under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue are the result of arms'-length negotiation between the parties and that they intend for the time periods to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding enforced as agreed by the passing of such applicable date; provided, further, however, parties. The parties further acknowledge that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures time periods set forth in Section 7.6this Article IX and elsewhere in the Agreement may be shorter than otherwise provided by applicable Legal Requirements, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to and it is the third anniversary explicit intention of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than parties that (iA) six (6) years after the Closing Date by contract and except with respect to a claim for breach Special Matters, and as otherwise expressly provided in this Agreement, the statute of limitations with respect to claims brought with respect to such representations and warranties shall be reduced to such one (1) year period and (B) the representations and warranties other than of the Fundamental Representations Company are being made solely as of the Agreement Date and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Date.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Except as otherwise specifically provided for herein, the representations, warranties, covenants and agreements of each Buyer, each Seller and each Company included or provided for herein, or in other instruments or agreements delivered or to be delivered at or prior to Closing in connection herewith, including the representations and warranties of all entities or persons made in the certificates to be delivered to the Buyers pursuant hereto (an "Ancillary Document"), and the obligation of each Buyer and each Seller and Purchaser contained in this Agreement will to indemnify on account of a breach or violation thereof shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen for a period of thirty- six (1836) months following the Closing DateDate (or such longer period as set forth in the succeeding sentences). Similarly, provided that the Fundamental Representations obligation of each Seller to indemnify the Buyer with respect to any liability of the Companies (other than Assumed Indebtedness), shall survive until such liability or claim is fully paid and discharged. There shall be no limit on the survival of the indemnification obligations of each Seller for breaches of the representations or warranties made by each Seller and Company as to the transfer of legal and valid title to the Assets and Stock and to environmental matters. The indemnification obligations of each Seller for breaches of the representations or warranties contained in Section 3.5 will made by each Seller and Company with respect to Taxes or Tax matters shall survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement . Notwithstanding anything herein to the contrary, if, prior to the expiration of any indemnification period, any Buyer, or any Seller, as the case may be, shall survive in accordance with their respective terms. (c) Notices for claims in respect have been notified of a breach claim for indemnity hereunder and such claim shall not have been finally resolved before the expiration of a such period, any representation, warranty, covenant or agreement must be delivered prior to that is the expiration of the applicable survival periods set forth in this Section 7.1, and any claims basis for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject survive and shall remain a basis for indemnity as to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, claim until such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submittedfinally resolved. In no event All statements contained herein and in the Schedules, the Financial Statements and the Ancillary Documents shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the deemed representations and warranties other than the Fundamental Representations and the for all purposes of this Agreement. The respective representations and warranties of each Seller, each Company and each Buyer contained herein or in Section 3.5, any other documents covered in the preceding sentence shall not be deemed waived or (ii) seven (7) years otherwise affected by any investigation made by any party hereto or any amendment or supplement to the schedules or exhibits hereto occurring after the Closing Date with respect to a breach signing of the Fundamental Representations or the representations and warranties contained in Section 3.5this Agreement.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser Supervalu contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time for purposes of Section 10.2 and shall terminate at the close of business on March 31, 2018; provided, however, that (i) the representations and warranties made pursuant to Section 3.13 (Taxes) (and, insofar as they relate to Tax matters, the representations and warranties made pursuant to Section 3.5 and 3.17) shall not survive the Closing, (ii) the representations and warranties made pursuant to Section 3.1(a) (Organization and Qualification), Section 3.2(a) (Capitalization of the Save-A-Lot Entities), Section 3.3 (Authority Relative to this Agreement), and Section 3.20 (Brokers) shall survive the Closing for purposes of Section 10.2 and shall terminate at the close of business on the date which that is eighteen ninety (1890) months following days after the Closing Date, provided that expiration of the Fundamental Representations applicable statutory periods of limitation and (iii) the representations and warranties contained in Section 3.5 will 3.14 (Environmental Matters) shall survive until the Closing for purposes of Section 10.2 and shall terminate at the close of business on the date that is sixty days three (3) years following the expiration of the applicable statute of limitationsClosing. (b) The covenants representations and warranties of Purchaser and Merger Sub contained in this Agreement shall survive the Closing for the purposes of Section 10.3 and shall terminate at the close of business on March 31, 2018; provided, however, that the representations and warranties made pursuant to Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Authority Relative to this Agreement), Section 4.5 (Brokers) and Section 4.6(h) (Solvency) shall survive the Closing for purposes of Section 10.2 and shall terminate at the close of business on the date that is ninety (90) days after the expiration of the applicable statutory periods of limitation. Written notice of a claim must be given by Supervalu to Purchaser in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered the provisions hereof prior to the expiration of the applicable representations and warranties. (c) No covenant or agreement contained herein that is to be performed only on or prior to the Closing Date shall be required to be performed following the Closing unless otherwise expressly agreed by the Parties; provided, however, that the foregoing shall in no respect limit the rights of the parties to seek indemnification hereunder until March 31, 2018 for any breach of such covenant or agreement occurring on or before the Closing Date. All other covenants and agreements shall survive the Closing in accordance with its terms until performed to the extent such covenant or agreement is to be performed after the Closing Date. (d) No Person seeking indemnification pursuant to this Article X shall be entitled to assert any indemnification claim after the expiration of the applicable survival periods set forth period referenced in this Section 7.110.1 (and each Party hereby waives any right to seek such indemnification after the expiration of such applicable survival period); provided, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waivedhowever, provided that if, prior to such expiration of the applicable datesurvival period, a party shall have notified any other party in accordance with the requirements notice of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue given to be subject to the Person from whom indemnification is sought in accordance with this Article VII or Article VIII notwithstanding Agreement, the passing of such applicable date; provided, further, however, that any formal Action (which for Person seeking indemnification shall continue to have the avoidance of doubt do not include acts taken pursuant right to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, assert such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of until such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained indemnification has been satisfied or otherwise resolved as provided in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.this Article X.

Survival of Representations, Warranties, Covenants and Agreements. All covenants (a) The representations and warranties of Seller and Purchaser contained other than those in this Agreement will survive Section and those which have been expressly waived by the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateparty entitled thereto), provided that the Fundamental Representations and the all representations and warranties contained in Section 3.5 will this Agreement and made at Closing, shall survive until Closing for one (1) year from the date that is sixty days following the expiration Closing Date. No claim for a breach of the applicable statute of limitations. (b) The covenants any representation or warranty or covenant contained in this Agreement may be maintained by any party alleging such breach or misrepresentation unless such aggrieved party shall survive have delivered a written notice ("Notice of Breach") specifying the details (to the extent known at such time) of such claimed breach to the alleged breaching party within: (A) as to breaches of representations and warranties, one (1) year from the Closing Date, and (B), as to breaches or defaults in accordance with their respective terms. covenants, one year from the date the obligation to perform the covenant to which the breach or default pertains first arises (c) Notices for claims in respect of a breach of a the "Survival Period"). Each representation, warranty, covenant and agreement contained herein, and each exception thereto, is independent of all other warranties, representations, covenants, agreements and exceptions contained herein (whether covering an identical or agreement related subject matter) and must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, independently and any claims for indemnification for which notice is not timely delivered in accordance separately complied with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to satisfied. No such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant shall be deemed to this Agreement must be brought on have been waived, affected or prior impaired by any investigation made by the party to whom such representation or warranty is given hereunder unless such party proceeded with the third anniversary Closing with full knowledge of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect facts arising to a breach of the Fundamental Representations any such representation or the representations and warranties contained in Section 3.5warranty.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations, warranties, covenants and agreements made by any Party in this Agreement or any other Transaction Document will survive Closing. The representations and warranties set forth in Articles 2 and 3 of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time expire on the date which is eighteen April 30, 2008, except that (18i) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained set forth in Section 3.5 Sections 2.4 (Taxes), 2.7 (Employee Benefit Plans), 2.11(b) (No Conflict) and 2.15 (No Broker’s Fees) will survive until the date that is sixty 90 days following after the expiration of all applicable statutes of limitations (including any extensions thereof, to the extent that such statute of limitations can be extended), (ii) the representations and warranties set forth in Section 2.13 (Permits and Licenses; Compliance with Legal Requirements) and Section 2.14 (Environmental Matters) will survive until the third anniversary of the Closing Date, and (iii) the representations and warranties set forth in Sections 2.1 (Organization; Capitalization; Ownership) and 2.11(a) (Authorization and Enforceability) will survive forever, and Sellers hereby waive any statute of limitation period applicable to such representations and warranties. Any claim for indemnification under Article 5 with respect to a Breach of a representation or warranty set forth in Articles 2 or 3 will toll the applicable statute survival period of limitations. (b) The such representation or warranty as it relates to such claim and any related claim. All covenants contained and agreements set forth in this Agreement shall survive will be given independent effect so that if a certain action or condition constitutes a default under a certain covenant or agreement, the fact that such action or condition is permitted by another covenant or agreement will not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant or agreement. Likewise, each representation and warranty set forth in accordance with their respective terms. (c) Notices for claims this Agreement will be given independent effect so that if a particular representation or warranty proves to be incorrect or is Breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not Breached will not affect the incorrectness or Breach of the initial representation or warranty. Except to the extent provided in respect Section 5.7, no investigation by or knowledge of a breach of a Party or its Representatives, before or after the Closing, will affect in any manner any representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods another Party set forth in this Section 7.1Agreement or any other Transaction Document or such Party’s rights to rely thereon, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred all representations, warranties, covenants and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall agreements will survive any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5investigation.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the limitations and other provisions of this Agreement, (a) The all of the representations and warranties of Seller the Company and Purchaser Parent contained in this Agreement will Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith shall survive the Closing Merger and continue until 5:00 11:59 p.m. New York Eastern time on the date day which is eighteen fifteen (1815) months following after the Closing date on which the Effective Time occurs (the “Expiration Date”); provided, provided however, that (i) the Fundamental Representations and the representations and warranties contained in Section 3.5 will shall survive until the date that is sixty thirty (30) days following the expiration of the applicable statute of limitations. limitations (including any waivers or extensions thereof); (ii) the representations and warranties set forth in Section 2.19 (Intellectual Property Rights) shall survive until 11:59 p.m. Eastern time on the day which is thirty (30) months after the date on which the Effective Time occurs and (iii) the representations and warranties set forth in Section 2.11 (Taxes) shall survive until thirty (30) days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof); (b) The the covenants and agreements of the Company and Parent contained in this Agreement that are required to be wholly performed by the Company or Parent prior to the Closing shall survive the Closing, solely for the purposes of Section 7.2(a)(ii), and continue until the Expiration Date; (c) the covenants and agreements of the Company or Parent contained in this Agreement (other than such covenants and agreements set forth in clause (b) above) shall survive the Closing in accordance with their respective terms or, if no time period is set forth in such terms. , indefinitely; and (cd) Notices for the obligations of the Company Holders pursuant to Sections 7.2(a)(iv)-(x) shall survive until sixty (60) days after the expiration of the applicable statute of limitations; provided, however, that notwithstanding the limitations set forth in the foregoing clauses (a)-(d), any claim made pursuant to Section 7.2(a)(iii) shall survive indefinitely. Notwithstanding the foregoing, any claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered under this Article VII which are timely asserted prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is period described above shall not timely delivered in accordance with this Agreement shall thereafter be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with by the requirements expiration of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a relevant representation or warranty pursuant to this Agreement must be brought on or prior to covenant or agreement, as the third anniversary of the date on which the claim notice in respect of case may be, and such indemnification claim is first submitted. In no event claims shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Parties, intending to shorten the applicable statute of limitation period, agree that all representations and warranties of Seller and Purchaser the Company contained in Article 4 of this Agreement will survive the Closing until 5:00 p.m. New York time on Date for the date which is eighteen duration of the applicable Representation Survival Period; except that the representations and warranties in Section 4.1 (18Organization and Authority to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4 (Title), and Section 4.13 (Compliance with Laws and Permits) months following (collectively, the “Seller Fundamental Representations”) will survive the Closing DateDate indefinitely, provided that the Fundamental Representations and the representations and warranties contained made in Section 3.5 4.9 (Taxes) and Section 4.16 (Employee Benefit Plans) (collectively, the “Tax and ERISA Representations” and together with Seller Fundamental Representations, the “Seller Excluded Representations”) will survive the Closing Date until the date that is sixty (60) days following the expiration of the all applicable statute of limitations. limitations (b) The giving effect to any waiver, or extension thereof). All covenants and agreements made by Seller or the Company contained in this Agreement shall (including the obligation of Seller to convey the Company Interests to Buyer pursuant to Section 2.1 and the indemnification obligations of Seller set forth in this Section 9.1) will survive in accordance with their respective terms. (c) Notices the Closing Date until fully performed or discharged. Any Claim by Buyer for claims in respect of a breach of a representation, warranty, warranty or covenant by Seller or agreement the Company contained in Article 4 of this Agreement must be delivered to Seller in writing prior to the applicable expiration of the applicable survival periods date set forth in this Section 7.1, 9.1(a). All of the representations and any claims for indemnification for which notice is not timely delivered warranties of Seller or the Company contained in accordance with this Agreement shall will not be expressly barred limited or diminished in any respect by any past or future inspection, investigation, examination or possession on the part of Buyer or its Representatives. Notwithstanding the foregoing or anything contained herein to the contrary, any Claim by Buyer based on Seller’s or the Company’s fraud in the giving of any representations or warranties or in the fulfilment of any covenant herein will survive indefinitely. (b) All representations and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party warranties of Buyer contained in accordance with the requirements Article 5 of this Agreement will survive the Closing Date for the duration of a claim for indemnification under the applicable Representation Survival Period; except that the representations and warranties in Section 5.1 (Organization and Good Standing), Section 5.2 (Authority; Authorization; Binding Effect), and Section 5.6 (No Brokers) (collectively, the “Buyer Excluded Representations”) will survive the Closing Date indefinitely. All covenants and agreements made by Buyer contained in this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to including the indemnification procedures obligations of Buyer set forth in this Section 7.6, but do include formal Actions brought following, 9.1) will survive the Closing Date until fully performed or arising out of discharged. Any Claim by Seller for a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to by Buyer contained in Article 5 of this Agreement must be brought on or delivered in writing to Buyer prior to the third anniversary above-referenced applicable expiration date. Notwithstanding the foregoing or anything contained herein to the contrary, any Claim by Seller based on Buyer’s fraud in the giving of any representations or warranties or in the date on which the claim fulfilment of any covenant herein will survive indefinitely. (c) Written notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim Claim for breach of representation, warranty or covenant delivered to the representations and warranties other than Party against whom such indemnification is sought prior to the Fundamental Representations and above-referenced applicable expiration date will survive thereafter and, as to any such Claim, such expiration, if any, will not affect the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect rights to a breach indemnification under this Article 9 of the Fundamental Representations or the representations and warranties contained in Section 3.5Party bringing such Claim.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Notwithstanding any investigation conducted at any time with regard thereto by or on behalf of any party to this Agreement, all representations, warranties, covenants and agreements of the parties hereto shall survive the execution, delivery, and performance of this Agreement in accordance with section 7.3 of this Agreement. No investigation made by or on behalf of a party hereto with respect to another party shall be deemed to affect the party's reliance on the representations, warranties, covenants and agreements made by the other party contained in this Agreement, when read together with the disclosure schedules of such party, and shall not be a waiver of Avant!'s or Sub's rights to indemnity as herein provided for the breach or inaccuracy of or failure to perform or comply with any of Compass' representations, warranties, covenants or agreements under this Agreement or the Escrow Agreement. All representations and warranties of Seller and Purchaser contained each party set forth in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following shall be deemed to have been made again by such party at and as of the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants As used in this Article VII, any reference to a representation, warranty, agreement or covenant contained in any section of this Agreement shall survive include the Schedules attached hereto (in accordance with their respective termsthe form delivered at the time of Closing). (c) Notices Nothing in this Agreement shall be construed as limiting in any way: (i) the remedies that may be available to a party in the event of fraud relating to the representations, warranties, agreements or covenants made by any other party in this Agreement; (II) Avant!'s right to seek indemnification from VLSI for the applicable statute of limitations for breaches of section 3.16 of this Agreement. (d) VLSI shall have liabilities and obligations for Damages (as defined below) under this Agreement only with respect to claims in respect submitted or notice of a breach claims provided during the time period of a survivability of the specific representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods as set forth in this Section 7.1section 7.3. Notwithstanding the expiration date of the representations, warranties, covenants and any claims for indemnification for which notice is not timely delivered in accordance agreements set forth herein, if Avant! or Compass shall notify VLSI with this Agreement shall be expressly barred and are hereby waived, provided that if, prior respect to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement submission of a claim during the time period of survivability of such representation, warranty, covenant or agreement, VLSI's liability or obligation for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim Damages shall continue in full force and effect until settled with respect to those claims timely made. (e) Avant! shall be subject entitled to indemnification in accordance with use the Escrow Proceeds as the sole remedy for the obligations of VLSI pursuant to this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Agreement.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller the Company, Parent and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants Merger Sub contained in this Agreement shall survive the Closing until 11:59 p.m. EST time on the ** anniversary of the Closing Date (the “Escrow Termination Date”); provided that the ** This portion has been redacted pursuant to a confidential treatment request. Fundamental Representations shall survive until the ** anniversary of the Closing Date. The covenants and agreements contained herein that are to be performed at or prior to the Closing shall not survive the Closing. Any covenant and agreement to be performed, in whole or in part, after the Closing shall survive the Closing in accordance with their respective its terms. (cb) Notices No claim for claims in respect of a indemnification for breach of a any representation, warrantywarranty or covenant contained in this Agreement, covenant or agreement must in any certificate, schedule or other instrument delivered pursuant to this Agreement, may be delivered asserted pursuant to this Agreement unless prior to the expiration of the applicable survival periods set forth period specified in Section 8.01(a), such claim is asserted by proper written notice in accordance with this Article VIII, specifying, in reasonable detail to the extent then known, the basis of the claim and Losses related thereto; provided that, notwithstanding the foregoing, in the event and to the extent that there is a claim hereunder with respect to a representation, warranty or covenant that is properly and timely initiated prior to the survival period specified in Section 7.18.01(a), such representation or warranty and covenant shall survive, for purposes of such claim only, until such claim is finally resolved pursuant to the terms hereof. (c) The Escrow Agreement shall specify that the funds in the Escrow Fund shall be released to the Securityholder Representative (for further distribution to the Former Securityholders pursuant to Section 9.02) on the fifth (5th) Business Day following the Escrow Termination Date; provided, however, that if any claims for indemnification for which notice is not timely delivered claim pursuant to this Article VIII shall have been properly asserted by any Parent Indemnified Party in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary Escrow Termination Date (any such claim, a “Pending Claim”), (i) the amount of funds in the date on which Escrow Fund released to the claim notice Securityholder Representative shall be the amount of funds in the Escrow Fund, minus the aggregate amount of all such Pending Claims and (ii) any funds that remain in the Escrow Fund following the Escrow Termination Date in respect of such indemnification claim is first submitted. In no event shall any such formal Action Pending Claim (all such funds in the aggregate, the “Retained Escrow Funds”) shall be brought more than released to the Securityholder Representative (ifor further distribution to the Former Securityholders pursuant to Section 9.02) six promptly upon resolution or (6if applicable) years after satisfaction of such Pending Claim in accordance with a joint written of Parent and the Closing Date with respect to a claim for breach Securityholder Representative. To cause the release of all or any portion of the representations and warranties other than Retained Escrow Funds as described in the Fundamental Representations preceding sentence, each of Parent and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after Securityholder Representative shall timely submit joint written instructions to the Closing Date with respect Escrow Agent instructing the Escrow Agent to a breach distribute the applicable portion of the Fundamental Representations or Retained Escrow Funds in accordance with this Agreement and the representations and warranties contained in Section 3.5Escrow Agreement.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1Article III, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures Guarantor set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice Article IV and Buyer set forth in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than Article V (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained set forth in Section 3.5, or 3.12 (iiTaxes)) seven shall survive the Closing for a period of fifteen (715) months following the Closing Date. (b) The representations and warranties of Seller set forth in Section 3.12 (Taxes) and the indemnity for Taxes provided in Section 10.2a)(iv) shall survive the Closing until sixty (60) days after the expiration of the applicable statutes of limitations for Taxes. (c) The Fundamental Representations shall survive the Closing for a period of four (4) years following the Closing Date. (d) Each of the covenants and agreements of the Parties in this Agreement which by its terms contemplates performance prior to the Closing or before termination of this Agreement (each, a “Pre-Closing Covenant”) shall survive the Closing for a period of nine (9) months following the Closing Date. Each of the covenants and agreements of the Parties in this Agreement which by its terms contemplates performance, in whole or in part, after the Closing Date or after termination of this Agreement (a “Post-Closing Covenant”) shall survive the Closing in accordance with its terms until the full performance of such Post-Closing Covenant. For the purposes of this Article X, the periods set forth in Sections 10.1a) to d each shall be referred to hereinafter as a “Survival Period”. Notwithstanding the foregoing, if an Indemnified Party delivers a Claim Notice meeting the requirements of this Agreement prior to the expiration or termination of the applicable Survival Period with respect to a breach an Indemnification Claim made pursuant to Section 10.2, then such Indemnification Claim will continue until the final amount of the Fundamental Representations recoverable Losses is determined by final agreement, settlement, judgment or the representations award binding on Buyer and warranties contained Seller in Section 3.5.accordance with this Article X.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller contained herein shall survive the Closing and Purchaser shall remain in full force and effect until the date that is twelve (12) months after the Closing Date; provided, however, that (a) the representations and warranties contained in this Agreement will Sections 2.1 (Organization), 2.2(a) (Authority), 2.2(b)(i) (No Conflict), 2.3 (other than the last sentence of Section 2.3(a) (Capitalization)), 2.19 (Brokers) and 8.19(b) (the “Seller Fundamental Representations”), and in Sections 3.1 (Organization), 3.2(a) (Authority), 3.2(b)(i) (No Conflict), 3.3 (Brokers) and 8.20(b) (the “Buyer Fundamental Representations”), shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen expiration of the applicable statute of limitations plus sixty (1860) months following the Closing Datedays (taking into account any waivers or extensions thereof), provided that the Fundamental Representations and (b) the representations and warranties contained in Section 3.5 2.5 (Taxes) shall survive the Closing for a period of six (6) years from the Closing Date and (c) the representations and warranties contained in Section 2.10 (Environmental) shall survive for a period of three (3) years from the Closing Date. Other than those covenants or agreements of the parties contained herein which by their terms apply, or are to be performed in whole or in part, after the Closing (which such covenants or agreements will survive the Closing for the period specified herein, or if not specified herein, until the date that is sixty days following the expiration of the applicable statute of limitations. limitations plus sixty (b60) days (taking into account any waivers or extensions thereof), the obligations of the parties hereto under covenants and agreements contained herein that are contemplated to be performed at or prior to the Closing shall survive the Closing for a period of twelve (12) months from and after the Closing Date. The period of time that a representation or warranty or covenant survives the Closing pursuant to this Section 7.1 shall be the “Survival Period” for such representation or warranty or covenant. The parties intend for this Section 7.1 to alter the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 7.1, no claim may be brought pursuant to a claim for indemnification pursuant to Sections 7.2(a) or 7.2(b) based upon any of the representations and warranties or covenants contained in this Agreement after the Survival Period with respect to such representation and warranty or covenant. The termination of the representations and warranties and covenants provided herein shall survive in accordance with their respective terms. not affect a party (ci) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered any claim made by such party in reasonable detail in writing received by an Indemnifying Party prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, Survival Period provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5herein, or (ii) seven (7) years after the Closing Date with in respect to a breach of the Fundamental Representations or the representations and warranties contained any claim grounded in Section 3.5fraud.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All of the representations, warranties, covenants and warranties agreements of Seller and Purchaser the parties contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on Closing. (b) Notwithstanding the date which is eighteen (18) months following the Closing Dateforegoing, provided that the Fundamental Representations and the representations and warranties contained in or made pursuant to this Agreement and the indemnity obligations for the inaccuracy or breach of such representations and warranties, and the covenants and agreements contained in this Agreement to the extent to be performed in whole prior to the Closing (such covenants and agreements, the “Pre-Closing Covenants”) and the indemnity obligations for the breach of such covenants and agreements shall terminate on, and no claim or Action with respect thereto may be brought after, the date that is the eighteen (18) month anniversary of the Closing Date, except in respect of the Special Indemnified Matters, which shall be governed by the applicable provisions of Schedule 7.2(a)(ii)(B). (c) Notwithstanding the foregoing, the covenants and agreements contained in this Agreement to the extent to be performed after the Closing in accordance with the terms of the Agreement (including, without limitation, the obligations of Cox TMI pursuant to Section 3.5 will survive until 7.2(a)(i)(C)), and the indemnity obligations for the breach of such covenants and agreements, shall terminate on, and no claim or Action with respect thereto may be brought after, the date by which such covenants and agreements shall have been performed in full; provided, however, that the indemnity obligations set forth in Section 7.2(a)(i)(B) shall terminate on, and no claim or Action with respect thereto may be brought after, the date that is sixty (60) days following after the expiration of the applicable statute of limitations. (bd) The covenants contained Notwithstanding anything in this Section 7.1 to the contrary, the representations, warranties and covenants and the applicable indemnity obligations for breach thereof that terminate pursuant to this Section 7.1, and the Liability of any party to this Agreement with respect thereto pursuant to this Section 7, shall survive in accordance not terminate with their respective terms. (c) Notices respect to any claim, whether or not fixed as to Liability or liquidated as to amount, with respect to which the Indemnifying Party shall have been given written notice from the Claimant setting forth the facts upon which the claim for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered indemnification is based prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5period.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of made by Seller and Purchaser contained Buyer in this Agreement will shall survive the Closing until 5:00 p.m. New York (and claims based upon or arising out of such representations and warranties may be asserted at any time on the date which is before) eighteen (18) months following after the Closing Date; provided, provided however, that the Fundamental Representations and the representations and warranties contained in Section 3.5 will 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and Consents) and Section 5.8 (Brokers) shall survive until the date that is sixty days following Closing until, and may be asserted at any time prior to, the earlier of the expiration of the applicable statute of limitations. limitations applicable thereto, and the third anniversary of the Closing Date (b) with respect to any given representation and warranty, the “R&W Survival Period”). The covenants contained in this Agreement expiration of the R&W Survival Period with respect to a given representation and warranty provided herein shall survive in accordance with their respective terms. (c) Notices for claims not affect a Party in respect of any claim asserted by such Party in reasonable detail in a breach of a representation, warranty, covenant or agreement must be delivered written notice received by the Indemnifying Party prior to the expiration of the applicable survival periods set forth R&W Survival Period provided in this Section 7.1Agreement with respect to such representation and warranty. (b) All covenants and agreements contained herein shall expire at the Closing except those that by their terms contemplate actions or impose obligations following the Closing and in such case, these covenants shall survive the Closing and any claims for indemnification for which notice is not timely delivered remain in full force and effect in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable datetheir terms; provided, further, however, that any formal Action (which for the avoidance covenants of doubt do not include acts taken pursuant to the indemnification procedures Seller set forth in (i) Section 7.66.16 (Seller Covenant Not to Solicit Employees/Confidentiality/Non-Competition) shall remain in full force and effect for the period beginning on the Closing Date and ending on the expiration of the respective nonsolicitation, but do include formal Actions brought followingconfidentiality and non-competition period provided therein, or and (ii) Section 9.3 (Tax Payments and Indemnification) and Section 6.13 (Tax Matters) shall remain in full force and effect for the period beginning on the Closing Date and ending on the earlier of the date that is 30 days after the expiration of the statute of limitations applicable thereto and the date that is 30 days after the second anniversary of the Closing Date, except in each case with respect to unperformed obligations arising out of from a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or claim asserted in good faith by Seller and Buyer in reasonable detail in writing prior to the third anniversary of the date on which the claim notice in respect end of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than period (i) six (6) years after the Closing Date with respect to a claim for breach any given covenant and agreement, the period of time that such covenant or agreement survives shall be the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5“Covenant Survival Period”).

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18a) months following the Closing Date, provided that the Fundamental Representations and indefinitely with respect to the representations and warranties contained in Sections 3.1 [organization and qualification], 3.2 (a) [authority], 3.3 [ownership of Shares and Subsidiaries], 3.24 [brokers], 4.1 [organization and qualification], 4.2 (a) [authority] and 4.4 [brokers], (b) with respect to any Tax matter included in the Tax representations and warranties in Section 3.5 will survive 3.10, until the 90th day after the expiration of the last of the relevant limitation periods for such Tax matters contained in the ITA, the Code and any other legislation imposing Tax on the Company or its Subsidiaries subsequent to the expiration of which an assessment or other form or recognized document assessing liability for Tax for the period ended on the date of the Balance Sheet Summary cannot be issued to the Company or any of its Subsidiaries in respect of the particular item and (c) until the date that is sixty days following 18 months after the expiration Closing Date in the case of the applicable statute of limitations. all other representations and warranties; provided, however, that any representation or warranty that would otherwise terminate in accordance with clause (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. or (c) Notices for claims in respect above will continue to survive if a notice of a breach of a representation, warranty, covenant claim shall have been given under this Article VIII on or agreement must be delivered prior to the date on which it otherwise would terminate, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article VIII, but such survival shall only be with respect to the matters covered by such notice of claim. Except as otherwise expressly provided in this Agreement, each covenant hereunder shall survive without limit. None of the Seller Indemnified Parties or the Purchaser Indemnified Parties shall be entitled to assert any claim for indemnification pursuant to the terms of this Agreement or otherwise after the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date period with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained alleged to have been inaccurate in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5any such claim.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller Sellers and Purchaser contained in this Agreement Agreement, and a claim for indemnification under Section 6.02(a)(i) or Section 6.02(b)(i) relating to such representations and warranties, will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following second anniversary of the Closing Date, except that any such representation, warranty or claim for indemnification that would otherwise terminate will continue to survive if an Indemnity Notice shall have been timely given on or prior to such date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VI. The covenants and agreements of the parties herein (except as limited in the first sentence of this paragraph with respect to Section 6.02(a)(i) or Section 6.02(b)(i)) will survive the Closing until the expiration of the applicable statutes of limitation. (b) Notwithstanding anything to the contrary contained in this Agreement, it is the explicit intent of each party hereto that Sellers are making no representation or warranty whatsoever, express or implied, including but not limited to any implied representation or warranty as to condition, merchantability or suitability as to any of the Fundamental Representations and Assets or other properties of the Business, except those representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representationAgreement. In particular, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a Sellers make no representation or warranty pursuant to this Agreement must be brought on Purchaser with respect to any financial projection or prior forecast relating to the third anniversary of the date on Business which the claim notice in has been provided to Purchaser. With respect of such indemnification claim is first submitted. In no event shall to any such formal Action be brought more than projection or forecast delivered by or on behalf of Sellers to Purchaser, Purchaser acknowledge that (i) six (6) years after the Closing Date with respect there are uncertainties inherent in attempting to a claim for breach of the representations make such projections and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5forecasts, or (ii) seven they are familiar with such uncertainties, (7iii) years after they are taking full responsibility for making their own evaluation of the Closing Date adequacy and accuracy of all such projections and forecasts furnished to them and (iv) they shall have no claim against Sellers with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5thereto.

Survival of Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements contained in or made pursuant to this Agreement shall survive the Closing. DGT and the Seller will have no liability with respect to any representation or warranty (a) The other than those representations and warranties of Seller and Purchaser contained in this Agreement will survive Sections 3.1, 3.3 and 3.19) unless on or before the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Escrow Release Date, provided that the Fundamental Representations Purchaser delivers a notification of claim for indemnification to the Seller; a claim with respect to any of the representations or warranties contained in Sections 3.1(a) (first sentence only) and Section 3.1(b) (first sentence only) may be made at any time. DGT and the Seller will have no liability with respect to any of the representations or warranties contained in Sections 3.1 (other than the first sentences of Section 3.1(a) and 3.1(b)), 3.3 and 3.19 unless on or before the expiration of the statute of limitations applicable to the underlying claim plus any extensions thereof, the Purchaser delivers a notification of claim for indemnification to the Seller. The Purchaser will have no liability with respect to any representation or warranty (other than those representations and warranties contained in Sections 4.1, 4.3 and 4.6) unless on or before the Escrow Release Date, DGT or the Seller delivers a notification of claim for indemnification to the Purchaser; a claim with respect to the representations and warranties contained in Section 3.5 4.1 (first sentence only) may be made at any time. The Purchaser will survive until have no liability with respect to any of the date that is sixty days following representations or warranties contained in Sections 4.1 (other than the first sentence), 4.3 and 4.6 unless on or before the expiration of the applicable statute of limitations. (b) The limitations applicable to the underlying claim plus any extensions thereof, the Seller delivers a notification of claim for indemnification to the Purchaser. All covenants and agreements of the parties contained in this Agreement shall survive the Closing in accordance with their respective termsstated terms or, if no term is stated, then such covenants and agreements shall survive indefinitely. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.

Survival of Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements set forth in this Agreement, the Transaction Documents or in any writing or certificate delivered in connection with this Agreement or the transactions contemplated by this Agreement shall survive the Closing Date. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) unless written notice of a claim thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the second anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (ai) The with respect to any Loss arising from or related to a breach of the representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained set forth in Section 3.5 will survive until 5.8 (Taxes) or Section 5.14 (Employee Benefit Plans), the date that is sixty days following Applicable Limitation Date shall be the 30th day after expiration of the applicable statute of limitations. limitations (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior including any extensions thereto to the expiration extent that such statute of the applicable survival periods set forth in this Section 7.1limitations may be tolled), and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waivedif any, provided that if, prior giving rise to such applicable dateLoss, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (iii) six (6) years after the Closing Date with respect to any Loss arising from or related to a claim for breach of the representations and warranties other than of Seller set forth in Section 5.1 (Organization and Corporate Power), Section 5.2 (Authorization of Transactions), clauses (i), (iii) and (iv) of Section 5.4 (Absence of Conflicts), clause (i) of the Fundamental Representations and the first sentence of Section 5.10(b) (Title to Proprietary Rights) or Section 5.18 (Title to Property), there shall be no Applicable Limitation Date (i.e., such representations and warranties contained in Section 3.5, or shall survive indefinitely) and (iiiii) seven (7) years after the Closing Date with respect to any Loss arising from or related to a breach of the Fundamental Representations or the representations and warranties contained of Buyer set forth in Section 3.56.1 (Organization and Corporate Power) or Section 6.2 (Authorization of Transactions) or Section 6.3 (No Conflicts), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive indefinitely). The covenants and agreements of each Party set forth in this Agreement shall survive forever.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All representations, warranties, covenants and warranties of Seller and Purchaser contained agreements set forth in this Agreement will survive Agreement, the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained other Transaction Documents or in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in any writing or certificate expressly required to be delivered pursuant to this Agreement shall survive in accordance with their respective terms. (cthe Closing Date. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 6.2(a)(i) Notices for claims in respect or Section 6.2(b)(i) unless written notice of a breach of a representation, warranty, covenant or agreement must be claim thereof is delivered to the other Party prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements Applicable Limitation Date. For purposes of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action Agreement, the term “Applicable Limitation Date” shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding mean the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third 12-month anniversary of the date on which Closing Date; provided that the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a claim for breach of the representations and warranties other than the Fundamental Representations of Sellers set forth in Section 3.1 (Authorization of Transaction), Section 3.2 (Absence of Conflicts), Section 3.4(a) (Title to Purchased Assets); and the Section 3.6 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties contained in Section 3.5shall survive forever), or (ii) seven (7) years after the Closing Date with respect to any Loss arising from or related to a breach of the Fundamental Representations representations and warranties of Sellers set forth in Section 3.4(b) (Condition of Property), the Applicable Limitation Date shall be the 10th day after the Exit Date, and (iii) with respect to any Loss arising from or related to a breach of the representations and warranties contained of Buyer set forth in Section 3.54.1 (Organization and Corporate Power), Section 4.2 (Authorization of Transaction) and Section 4.6 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever).

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller Parent and Purchaser the Sellers contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty fifteen (15) months after the Closing Date; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization and Qualification; Subsidiaries, except for the last sentence thereof), 3.2 (Capitalization of the Transferred Companies), 3.3 (Authority Relative to this Agreement), 3.18 (Brokers) and 3.22 (Military and Defense Products and Services), shall survive until the third (3rd) anniversary of the Closing, (ii) the representations and warranties set forth in Section 3.13(h), (j), (k) and (m) (Taxes) shall survive the Closing until thirty (30) days following the expiration of the applicable statute statutory periods of limitations. limitation, (biii) The covenants contained the representations and warranties set forth in this Agreement Section 3.13(l) (Taxes) shall survive until the date that is fifteen (15) months after the Closing Date, and (iv) the other representations and warranties set forth in Section 3.13 (Taxes) shall not survive the Closing. Written notice of a claim must be given by Purchaser to Parent and the Sellers in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered the provisions hereof prior to the expiration of the applicable survival periods set forth representations and warranties. (b) The representations and warranties of Purchaser contained in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall survive the Closing until the first (1st) anniversary of the Closing Date; provided, however, that the representations and warranties made pursuant to Sections 4.1 (Organization and Qualification; Subsidiaries), 4.2 (Authority Relative to this Agreement) and 4.7 (Broker’s Fees) shall survive until the third (3rd) anniversary of the Closing. Written notice of a claim must be expressly barred and are hereby waived, provided that if, prior given by Parent or a Seller to such applicable date, a party shall have notified any other party Purchaser in accordance with the requirements provisions hereof prior to the expiration of this Agreement of a claim for indemnification under this Agreement the applicable representations and warranties. (whether c) No covenant or not formal Action shall have been commenced based upon such claim), such claim shall continue agreement contained herein that is to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought performed only on or prior to the third anniversary Closing Date shall be required to be performed following the Closing Date unless otherwise expressly agreed by the parties; provided, however, that the foregoing shall in no respect limit the rights of the date on which the claim notice in respect parties to seek indemnification for any breach of such indemnification claim is first submittedcovenant or agreement occurring on or before the Closing Date. In no event shall any such formal Action Any covenant and agreement to be brought more than (i) six (6) years performed, in whole or in part, after the Closing Date shall survive the Closing in accordance with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties its terms. (d) The indemnification obligations contained in Section 3.5, or Article VII (iiTax Matters) seven (7) years after shall survive the Closing Date with respect to a breach until thirty (30) days following the expiration of the Fundamental Representations or the representations and warranties contained in Section 3.5applicable statutory periods of limitation.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in ARTICLE III and the representations and warranties of Buyer contained in ARTICLE IV are made only as of the date of this Agreement will survive and as of the Closing until 5:00 p.m. New York time Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date which that is eighteen (18) 18 months following the Closing Date, provided except that the Fundamental Representations and the Seller's representations and warranties contained in Section 3.5 will (i) Sections 3.15 and 3.25 shall survive until the date that is sixty days following the expiration third anniversary of the applicable statute Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of limitations.the Closing Date and (iii) Sections 3.1, 3.2, 3.7 and 3.17 (ba) (with respect only to clause (i) of the second sentence thereof) shall not expire. The covenants and agreements contained in this Agreement Agreement, except as otherwise expressly provided herein, shall survive the Closing in accordance with their respective terms. (c; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) Notices for claims and 5.3(b) shall terminate on the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in respect Sections 8.1(b) and 8.2, from and after the expiration of a breach of a any such representation, warranty, covenant or agreement must of Seller, such representation, warranty, covenant or agreement shall be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1no further force or effect, and Buyer shall not, and shall cause each other Buyer Indemnitee not to, assert any claim or bring any legal action, suit or proceeding based upon any inaccuracy in or breach of, or any breach of any obligation in respect of, or any other claim with respect to, such representation, warranty, covenant or agreement. (b) All claims for indemnification for which notice is not timely delivered in accordance under Section 8.2 with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant respect to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement representations and warranties contained herein must be brought asserted on or prior to the third anniversary date of the date on which the claim notice in respect expiration of such indemnification claim is first submitted. In no event shall any representations and warranties set forth in Section 8.1(a), by the transmittal of written notice to Seller on or prior to such formal Action be brought more than (i) six (6) years after the Closing Date date of expiration in accordance with Section 8.3(a), and all legal actions, suits or proceedings with respect to a claim for breach such claims must be brought within 60 days after such date of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5expiration.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller made by Seller, Parent and Purchaser contained Buyer in this Agreement will and in any certificate or other writing delivered by or on behalf of Seller, Parent and Buyer pursuant to the terms of this Agreement shall survive the Closing until 5:00 p.m. New York (and claims based upon or arising out of such representations and warranties may be asserted at any time on the date which is eighteen before) one (181) months following year after the Closing Date; provided, provided however, that the Fundamental Representations and the representations and or warranties contained in Section 3.5 will 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and Consents) and Section 5.8 (Brokers) shall survive until the Closing until, and may be asserted at any time prior to, the later of the date that is sixty forty-five (45) days following after the expiration of the applicable statute of limitations. limitations (bgiving effect to any waiver, mitigation or extension thereof mutually agreed to by the Parties) applicable thereto and the date that is forty-five (45) days after the third anniversary of the Closing Date (with respect to any given representation and warranty, the "Survival Period"). The covenants contained in this Agreement expiration of the Survival Period with respect to a given representation and warranty provided herein shall survive in accordance with their respective terms. (c) Notices for claims not affect a Party in respect of any claim asserted by such Party in reasonable detail in a breach of a representation, warranty, covenant or agreement must be delivered writing received by the Indemnifying Party prior to the expiration of the applicable survival periods set forth Survival Period provided in this Section 7.1, Agreement with respect to such representation and any claims for indemnification for which notice is not timely delivered warranty. (b) All covenants and agreements contained herein that by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable datetheir terms; provided, further, however, that any formal Action (which for the avoidance covenants of doubt do not include acts taken pursuant to the indemnification procedures Seller set forth in (i) Section 7.66.16 (Seller Covenant Not to Solicit Employees) shall remain in full force and effect for the period beginning on the Closing Date and ending on the date that is three (3) months after the expiration of the nonsolicitation period provided therein, but do include formal Actions brought following, or arising out and (ii) Section 9.3 (Tax Payments and Indemnification) and Section 6.12 (Tax Matters) shall remain in full force and effect for the period beginning on the Closing Date and ending on the later of a dispute related to, such indemnification procedures), seeking indemnification for breach the date that is forty-five (45) days after the expiration of a representation or warranty pursuant to this Agreement must be brought on or prior to the statute of limitations applicable thereto and the date that is forty-five (45) days after the third anniversary of the date on which the claim notice Closing Date, except in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date each case with respect to unperformed obligations arising from a claim for breach asserted in good faith by Parent and Buyer in reasonable detail in writing prior to the end of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5such period.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen 12-month anniversary thereof; provided, that (18i) months following the Closing Date, provided that the Seller Fundamental Representations and the representations and warranties contained in made pursuant to Section 3.5 will 3.17 shall survive the Closing until the expiration of the applicable statute of limitations and (ii) the representations and warranties made pursuant to Section 3.14(d) shall survive until the date that is sixty 30 days following after the expiration of the applicable statute of limitations. (b) The covenants representations and warranties of Parent and Purchaser contained in this Agreement shall survive in accordance with their respective termsthe Closing until the 12-month anniversary thereof; provided, that the Purchaser Fundamental Representations shall survive the Closing until the expiration of the applicable statute of limitations. (c) Notices for claims in respect The covenants and agreements contained herein that are to be performed at or prior to the Closing (other than Section 5.5, Section 5.7, Section 5.13 and Section 5.14) shall survive the Closing until the 12-month anniversary thereof, and written notice of a claim for breach of a representation, warranty, such covenant or agreement must be delivered given by Purchaser to Seller or by Seller to Purchaser, as applicable, in accordance with the provisions hereof prior to such 12-month anniversary. Any other covenant and agreement to be performed, in whole or in part, after the Closing shall survive the Closing in accordance with its terms. (d) Notwithstanding the foregoing, any claims asserted in connection with this Agreement in good faith with reasonable specificity (to the extent 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 periods set forth in this Section 7.1period shall not thereafter be barred by the expiration of the relevant covenant, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waivedagreement, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of and such indemnification claim is first submitted. In no event claims shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements made by Seller and Buyer in this Agreement shall survive the Closing but shall expire on their respective Expiration Dates (herein so called) as follows: (a) The with respect to each of the representations and warranties of the Seller and Purchaser Buyer contained in this Agreement will survive (except for the Type A Special Representations and the Type B Special Representations) and the post-Closing until 5:00 p.m. New York time on indemnity obligations set forth in this Agreement related thereto, the date which Expiration Date is eighteen fifteen (1815) months following after the Closing Date, provided that ; (b) with respect to the Fundamental Type A Special Representations and the representations and warranties contained post-Closing indemnity obligations set forth in Section 3.5 will survive until this Agreement related thereto, the date that Expiration Date is sixty days following the 30th day after the expiration of the applicable statute of limitations.limitations (after taking into account any waivers or extensions thereof) for which claims can be asserted with respect to the matters covered thereby; (bc) The with respect to the Type B Special Representations and the post-Closing indemnity obligations set forth in this Agreement related thereto, there shall be no expiration of such representations and related indemnity; (d) with respect to any agreement or covenant of the parties set forth in this Agreement that was required to be performed at or prior to the Closing and the post-Closing indemnity obligations set forth in this Agreement related thereto, the Expiration Date is twelve (12) months after the Closing Date; (e) except as otherwise provided in this Section 13.1, with respect to any agreement or covenant of the parties set forth in this Agreement that is required to be performed after the Closing, the Expiration Date is the date twelve (12) months after the date on which such agreement or covenant has been performed in accordance with its terms; and (f) with respect to the indemnity obligations set forth in Sections 13.2(d) through 13.2(n) and Sections 13.4(c) through (k), there shall be no expiration of such obligations. Except to the extent otherwise expressly provided in this Section 13.1, the representations, warranties, agreements and covenants contained made by Buyer and Seller in this Agreement shall survive in accordance with the Closing but shall expire at 11:59 p.m. Dallas, Texas time on their respective terms. applicable Expiration Dates; provided that if at any time on or prior to the applicable Expiration Date, a party delivers to the other party a written notice (ca "Claim Notice") Notices for claims in respect of alleging a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration any of the applicable survival periods set forth in this Section 7.1representations, warranties, covenants or agreements made by the receiving party and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of asserting a claim for indemnification under this Agreement (whether or not formal Action Section 13, then the claim shall have been commenced based upon survive the applicable Expiration Date until such claim), time as such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding is fully and finally resolved. Notwithstanding the passing of such applicable date; providedforegoing, further, however, that any formal Action (which for the avoidance of doubt do a claim will not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought survive more than (i) six (6) years after months following the Closing applicable Expiration Date with respect unless the party delivering the Claim Notice is appropriately pursuing the claim (except that in the case of a third party claim, such six month period will be suspended (if necessary) in order to a claim for breach take into account the timing and activity of the representations and warranties other than underlying claim or action giving rise to the Fundamental Representations and third party claim) or formally initiates the representations and warranties contained in dispute resolution procedures of Section 3.5, or (ii) seven (7) years after 14.16 prior to the Closing Date with respect to a breach end of the Fundamental Representations or the representations and warranties contained in Section 3.5six (6) month period.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will and in any certificate delivered hereunder shall not survive the Closing until 5:00 p.m. New York time on and shall terminate at the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations Closing. The covenants and the representations and warranties contained other agreements set forth in Section 3.5 will 5.4 shall survive and remain in effect until the date that is sixty (60) days following the expiration of the applicable statute of limitations. (b) Closing. The other covenants and other agreements contained in this Agreement that are to be performed prior to the Closing shall not survive the Closing and shall terminate at the Closing. The covenants and agreements contained in this Agreement that are to be performed at or after the Closing shall survive the Closing until fully performed in accordance with their respective terms. (cb) Notices for claims in respect Purchaser (on behalf of a breach of a representationitself, warrantyits Affiliates (including, covenant or agreement must be delivered prior following the Closing, the Transferred Entities) and its and their respective officers, directors, equity holders, employees, managers, agents and other Representatives) (collectively, the “Purchaser Parties”) agrees that, to the expiration of fullest extent permitted by applicable Law, from and after the applicable survival periods Closing and except as set forth in this Section 7.1Article X, and under no circumstances shall Seller, any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that ifof its Affiliates (including, prior to such applicable datethe Closing, a party shall the Transferred Entities) or any of its or their respective officers, directors, equity holders, employees, managers, agents and other Representatives (collectively, the “Seller Parties”) have notified any other party Liability to any of the Purchaser Parties for any Losses relating to or arising from any actual or alleged breach of any representation or warranty or any covenant or agreement set forth in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding except the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures covenants and other agreements set forth in Section 7.65.4) to have been performed by its terms prior to the Closing (or any certificate delivered hereunder) or in connection with the transactions contemplated hereby, but do include formal Actions brought followingincluding by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations or warranties or any covenant or agreement set forth in this Agreement (except the covenants and other agreements set forth in Section 5.4), any certificate, instrument, opinion or other documents delivered hereunder, the subject matter of this Agreement, the ownership, operation, management, use or control of the Business or any of the Transferred Entities prior to the Closing, any of their respective assets, or arising out any actions or omissions prior to the Closing, whether by the enforcement of a dispute related toany assessment or by any legal or equitable proceeding, such indemnification procedures)or by virtue of any statute, seeking indemnification regulation or other applicable Law. Purchaser acknowledges and agrees that it is relying exclusively on, and its sole recourse for any actual or alleged breach of a any representation or warranty pursuant shall be, the R&W Insurance Policy. Except as otherwise provided herein, from and after the Closing, Purchaser (on behalf of the Purchaser Parties) hereby waives, to this Agreement must be brought on the fullest extent permitted by Law, any and all rights, claims and causes of action against, and shall have no recourse of any kind to, the Seller Parties under any theory of law or equity, including under any control person liability theory, for any action or inaction of any of the Transferred Entities or the Business or their respective Affiliates, officers, directors, equity holders, managers, employees, agents or other Representatives, in each case prior to the third anniversary Closing. Nothing in this Article X shall prevent or limit or in any way affect the right of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect any party to bring a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, Fraud or (ii) seven Purchaser or its Affiliates to receive payment, to make a claim or to otherwise seek coverage under the R&W Insurance Policy. (7c) years Seller (on behalf of itself and the Seller Parties) agrees that, to the fullest extent permitted by applicable Law, from and after the Closing Date with respect and except as set forth in this Article X, under no circumstances shall the Purchaser Parties have any Liability to a any of the Seller Parties for any Losses relating to or arising from any actual or alleged breach of any representation or warranty or any covenant or agreement set forth in this Agreement to have been performed by its terms prior to the Fundamental Representations Closing (or any certificate delivered hereunder) or in connection with the transactions contemplated hereby, including by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations or warranties set forth in this Agreement, any certificate, instrument, opinion or other documents delivered hereunder, the subject matter of this Agreement, the ownership, operation, management, use or control of the Business or any of the Transferred Entities prior to the Closing, any of their respective assets, or any actions or omissions prior to the Closing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law. Except as otherwise provided herein, from and after the Closing, Seller (on behalf of the Seller Parties) hereby waives, to the fullest extent permitted by Law, any and all rights, claims and causes of action against, and shall have no recourse of any kind to, the Purchaser Parties under any theory of law or equity, including under any control person liability theory, for any action or inaction of any of the Transferred Entities or the representations and warranties contained Business or their respective Affiliates, officers, directors, equity holders, managers, employees, agents or other Representatives, in Section 3.5each case prior to the Closing. Nothing in this Article X shall prevent or limit or in any way affect the right of any party to bring a claim for Fraud.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser Parent contained in this Agreement will shall survive the Closing and continue in full force and effect until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date; provided, provided however, that the Fundamental Representations and (i) the representations and warranties made pursuant to Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Capitalization of the Members of the Education Group), 3.3 (Authority Relative to this Agreement) and 3.18 (Brokers) shall survive indefinitely, (ii) the representations and warranties made pursuant to Section 3.21 (Anti-Corruption Laws; Certain Regulatory Matters) shall survive the Closing until the eighth (8th) anniversary thereof, (iii) the representations and warranties made pursuant to Sections 3.13(h) and (k) (Taxes) shall survive until thirty (30) days following the expiration of 88 the applicable statutory period of limitation and (iv) the representations and warranties made pursuant to Section 3.13 (Taxes) (other than the representations made pursuant to Sections 3.13(h) and (k)) shall not survive the Closing. Written notice of a claim for indemnification must be given by Purchaser to Sellers in accordance with the provisions hereof prior to the expiration of the applicable representations and warranties, in which case such claim shall survive until finally resolved or judicially determined. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing and continue in full force and effect until of the date eighteen (18) months following the Closing Date; provided, however, that (i) the representations and warranties made pursuant to Sections 4.1 (Organization and Qualification; Subsidiaries), 4.2 (Authority Relative to this Agreement) and 4.8 (Broker’s Fees) shall survive indefinitely and (ii) the representations and warranties made pursuant to Section 3.5 will 4.7 (Tax Matters) shall survive until the date that is sixty thirty (30) days following the expiration of the applicable statute statutory period of limitations. (b) The covenants contained in this Agreement shall survive limitation. Written notice of a claim for indemnification must be given by Sellers to Purchaser in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered the provisions hereof prior to the expiration of the applicable survival periods set forth representations and warranties, in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), case such claim shall continue survive until finally resolved or judicially determined. (c) No covenant or agreement contained herein that is to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought performed on or prior to the third anniversary Closing Date shall survive the Closing Date unless otherwise expressly agreed by the Parties; provided, however, that the foregoing shall in no respect limit the rights of the date on which the claim notice in respect Parties to seek indemnification for any breach of such indemnification claim is first submittedcovenant or agreement occurring before the Closing. In no event shall any such formal Action Any covenant and agreement to be brought more than (i) six (6) years performed, in whole or in part, after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after shall survive the Closing Date in accordance with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5its terms.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All representations, warranties, covenants and warranties of Seller and Purchaser contained agreements set forth in this Agreement, the Transaction Documents or in any writing or certificate delivered in connection with this Agreement will survive or the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in transactions contemplated by this Agreement shall survive in accordance with their respective terms. the Closing Date except (cand the only to the extent) Notices as otherwise provided below. Notwithstanding the foregoing, no Party shall be entitled to recover for claims in respect any Loss pursuant to Section 6.2(a)(i)(A) or Section 6.2(a)(ii)(A) unless written notice of a breach of a representation, warranty, covenant or agreement must be claim thereof is delivered to the other Party prior to the expiration Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the twenty-four (24) month anniversary of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable dateClosing Date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a claim for breach of the representations and warranties other than of the Fundamental Representations Principal and the representations and warranties contained Seller set forth in Section 3.53.9 (Taxes) or Section 3.16 (Employee Benefit Plans), or the Applicable Limitation Date shall be the 30th day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the Tax which gave rise to such Loss, (ii) seven (7) years after the Closing Date with respect to any Loss arising from or related to a breach of the Fundamental Representations representations and warranties of the Principal and Seller set forth in Section 3.1 (Organization and Corporate Power), Section 3.2 (Authorization of Transactions), Section 3.3 (Capitalization), Section 3.7(b) (Redemption of Stock and Payment of Dividends), Section 3.19 (Affiliate Transactions), Section 3.22 (Indebtedness), Section 4.1 (Authorization of Transactions), or Section 4.3 (Shares), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever), (iii) with respect to any Loss arising from or related to a breach of the representations and warranties contained of the Company and Seller set forth in Section 3.53.21 (Environmental), the Applicable Limitation Date shall be the fifth anniversary of the Closing Date and (iv) with respect to any Loss arising from or related to a breach of the representations and warranties of Buyer set forth in Section 5.2 (Authorization of Transactions), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever).

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser Buyer contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement will on the Closing Date, shall survive the Closing Date and continue until 5:00 p.m. New York time on the date which is eighteen 15 months after the Closing Date (18the “Survival Period”); provided, however, that (i) months following the Survival Period with respect to [***] shall survive the Closing and continue until the date which is [***] after the Closing Date, provided that ; (ii) the Fundamental Representations Survival Period with respect to [***] shall survive the Closing and the representations and warranties contained in Section 3.5 will survive continue until the date that which is sixty [***] days following after the expiration date of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof); and (iii) if, at any time prior to the expiration of the applicable Survival Period, any Buyer Indemnified Parties delivers to Seller (or Seller Indemnified Party delivers to Buyer) a written notice alleging a breach of any of the representations and warranties made by the other party and asserting a claim for recovery under this Article 8, then the claim asserted in such notice shall survive the Survival Period. The Survival Period for all of the covenants, agreements, and obligations of the parties under this Agreement, unless specifically provided otherwise, will be in accordance with the respective terms thereof, subject to any applicable statute of limitationslimitations (including any extensions thereof). (b) The covenants contained in right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted by Buyer or its representatives with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution of this Agreement shall survive in accordance or the Closing Date, with their respective terms. (c) Notices for claims in respect to the accuracy or inaccuracy of a breach of a or compliance with, any representation, warranty, covenant or agreement must be delivered prior made by Seller or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to the expiration indemnification, payment of the applicable survival periods set forth in this Section 7.1Losses, and or any claims for indemnification for which notice is not timely delivered in accordance with this Agreement other remedy based on any such representation, warranty, covenant or agreement. No Buyer Indemnified Party shall be expressly barred and are hereby waivedrequired to show reliance on any representation, provided that ifwarranty, prior to certificate or other agreement in order for such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue Indemnified Party to be subject entitled to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5hereunder.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Subject to the provisions of this Article VIII, the representations and warranties of Seller and Purchaser the Sellers contained in this Agreement will Article III and those of the Buyer contained in Article IV shall survive the Closing until 5:00 p.m. New York time (and any investigation by the Parties with respect to such representations and warranties) but shall terminate and be of no further force or effect on the date which is eighteen second (182nd) months following anniversary of the Closing DateDate and no claims shall be made by any Indemnified Party (as hereinafter defined) under this Article VIII thereafter. Notwithstanding the foregoing, provided that (a) any such representation or warranty as to which a claim relating thereto is asserted in writing (which states with specificity the Fundamental Representations basis therefor) in accordance with Section 8.3 during such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending full and final resolution of such claim, (b) the representations and warranties of the Sellers set forth in Section 3.3(b) and Section 3.18 and the representations and warranties contained of Buyer set forth in Section 3.5 will 4.5 and Section 4.6 shall survive forever, (c) the representations and warranties of the Sellers set forth in Sections 3.8, 3.14 and 3.15 and the covenants of the Sellers and Buyer set forth in Section 6.2 shall survive until the date that is sixty days following the expiration of the relevant statutory period of limitations applicable statute to the underlying claims (provided, however, that neither the Buyer nor the Company may extend such period by giving any waiver or agreeing to any extension thereof without the express prior written consent of limitations. the Sellers), (bd) The covenants contained each covenant and agreement in this Agreement Article VIII shall survive the Closing and shall remain in accordance full force and effect with their respective terms. (c) Notices for claims in respect of a breach of a to any claim made with respect to any representation, warranty, covenant or agreement must be delivered prior contained in this Agreement during the survival period thereof for such period as is necessary to fully and finally resolve any such claim but with respect only to such claim, and (e) the expiration remaining covenants and agreements of the applicable survival periods set forth Parties contained in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with survive the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant Closing to the indemnification procedures set forth extent provided in Section 7.6, but do include formal Actions brought following, such covenant or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5agreement.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Each party hereto shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties hereto contained in this Agreement and in any certificate delivered by any other party hereto at the Closing without regard to investigation or knowledge. If the Merger is consummated, all of the representations and warranties of Seller and Purchaser the Company contained in this Agreement will and the Company Transaction Certificates shall survive the Closing until 5:00 p.m. New York time and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the date which is eighteen parties to this Agreement (18) months following except as set forth in the Closing DateDisclosure Letter), provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the eighteen (18) month anniversary of the Closing Date (the “Holdback Period”); provided, however, that the representations and warranties of the Company contained in Section 2.1 (Organization, Standing and Power), Section 2.4 (Authority and Enforceability), Section 2.5 (Non-Contravention) (other than Section 2.5(c)(i)), Section 2.8 (Capital Structure), Section 2.19 (Taxes), and Section 2.28 (Finders’ Fees; Transaction Expenses), and in any Company Transaction Certificate (in each case, as modified by the Disclosure Letter) (the “Fundamental Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations. , if any, plus a period of thirty (b30) The covenants contained days, or if no statute of limitations is applicable, for ten years after the Closing Date; provided, further, that the representations and warranties set forth in Section 2.17 (Intellectual Property) (the “IP Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement shall survive Agreement, until the date that is the thirty-six (36) month anniversary of the Closing Date. No right to indemnification pursuant to Article VIII in respect of any specific claim that is asserted in an Officer’s Certificate properly delivered to the Company Holders’ Agent in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered Section 8.4 hereof prior to the expiration of the Holdback Period or applicable survival periods set forth in this Section 7.1period hereunder, and as appropriate (if any claims for indemnification for which notice such period is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior applicable to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), shall be affected by the expiration of such claim representations and warranties; and provided, further, that such expiration shall continue to be subject to indemnification in accordance with this Article VII or not affect the rights of any Indemnified Person under Article VIII notwithstanding or otherwise to seek recovery of Damages arising out of any Fraud. If the passing Merger is consummated, the representations and warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing; provided, however, that such applicable dateexpiration shall not affect the rights of any Holder to seek recovery of Damages arising out of any Fraud by Acquiror or Merger Sub and provided, further, that the representations and warranties and acknowledgements of Acquiror contained in Section 3.6 shall survive indefinitely. If the Merger is consummated, all other covenants and agreements of the parties (including the covenants and agreements set forth in Article IV and Article V) shall survive until the tenth anniversary of the Closing or for the period explicitly specified therein; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken no right to indemnification pursuant to the indemnification procedures set forth Article VIII in Section 7.6, but do include formal Actions brought following, or arising out respect of a dispute related to, such indemnification procedures), seeking indemnification for any claim based on any breach of a representation covenant or warranty pursuant agreement shall be affected by the expiration of such covenant; provided, further, that the Indemnified Persons’ right to this Agreement must be brought on or prior to indemnification for Company Holder Taxes will remain operative and in full force and effect until the third anniversary expiration of the date on which the claim notice in respect applicable statute of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than limitations plus a period of thirty (i30) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5days.

Survival of Representations, Warranties, Covenants and Agreements. (a) Except as set forth in Article IX and Section 10.1(b) of this Agreement, the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any party’s Affiliate or any of their Representatives whether prior to or after the Effective Date. (b) The representations and warranties of Seller made by Seller, Equity Owner and Purchaser contained Buyer in this Agreement will shall survive the Closing until 5:00 p.m. New York (and claims based upon or arising out of such representations and warranties may only be asserted at any time on before) the date which that is eighteen one (181) months year following the Closing Date. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties hereto intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, provided that subject to the Fundamental Representations and last sentence of this Section 10.1(b), no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in Section 3.5 will survive until this Agreement after the date that is sixty days following the expiration Survival Period with respect to such representation or warranty. The covenants and agreements of the applicable statute of limitations. (b) The covenants contained parties hereto in this Agreement shall survive the Closing without any contractual limitation on the period of survival (other than those covenants and agreements that are expressly required to remain in accordance with their respective terms. (c) Notices full force and effect for claims a specified period of time). The termination of the representations and warranties provided herein shall not affect an Indemnified Party in respect of any claim made by such Indemnified Party in reasonable detail in a breach of a representation, warranty, covenant or agreement must be delivered writing received by the Indemnifying Party prior to the expiration of the applicable survival periods Survival Period provided herein. (c) Notwithstanding anything contained herein to the contrary, if the Closing has occurred and if Seller has not waived, relinquished and released all rights or remedies available to it at law, in equity or otherwise as provided hereunder, except in the case of fraud or intentional misrepresentation by Buyer the total aggregate liability of Buyer arising pursuant to or in connection with Buyer's representations, warranties, covenants and other obligations (whether express or implied) arising from this Agreement and/or any Closing Documentation executed by Buyer in connection with this Agreement, will not exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate. Seller acknowledges and agrees that the limits and restrictions upon any claim by Seller as set forth in this Section 7.1, have been specifically negotiated and any claims for indemnification for which notice is agreed upon by and between the parties hereto and that Buyer would not timely delivered in accordance with be willing to enter into this Agreement shall be expressly barred without Seller's agreement to these restrictions and that the same are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with therefore binding and effective upon Seller and its successors and assigns. This Section will survive the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Closing.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All representations, warranties, covenants and warranties of Seller and Purchaser contained in agreements made by any Party to this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) for a period of 27 months following the Closing Dateand any investigation at any time made by or on behalf of the other Party before or after the Closing; provided, provided however, that the Fundamental Representations (i) there will be no expiration date for any Claims and Damages relating to a Breach of or inaccuracy in the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration sub-section (i) of the first sentence of Section 2.10 (Title to Assets) and Section 3.4 (Valid Issuance of Shares); (ii) the representations and warranties of the Seller Responsible Parties contained in Sections 2.19 (Environmental Matters), 2.20 (Employee Benefit Matters) and 2.25 (Taxes) shall survive for the duration of any applicable statute of limitations. , the duration of any suspension, waiver or extension thereof, and for sixty (b60) The covenants contained in this Agreement days thereafter and (iii) the obligations of the Buyer to pay the Purchase Price, including all amounts payable under Promissory Note A, Promissory Note B and Promissory Note C, and the obligations of ForeFront Group and ForeFront Holdings pursuant to the Guaranty Agreements shall survive until all amounts due thereunder have been satisfied. No investigation by or knowledge of Buyer or its representatives will affect in accordance with their respective terms. (c) Notices for claims in respect any manner the representations, warranties, covenants or agreements of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods Sellers set forth in this Section 7.1Agreement (or in any document to be delivered in connection with the consummation of the transactions contemplated by this Agreement) or Buyer’s right to rely thereon, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred such representations, warranties and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall covenants will survive any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5investigation.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations representations, warranties, covenants and warranties agreements of Seller Sellers and Purchaser contained in this Agreement, any Operative Agreement or any certificate delivered by Sellers hereunder will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following from the Closing Date, provided except that (i) any covenant or agreement which by its terms is to be performed in whole or in part after the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive Closing Date, until the date that is sixty 30 days following the expiration of the applicable statute of limitations. last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely; and (bii) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a any representation, warranty, covenant or agreement must be delivered prior that would otherwise terminate will continue to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action survive if an Indemnity Notice shall have been commenced timely given in good faith based upon such claim), such on facts reasonably expected to establish a valid claim shall continue to be subject to indemnification in accordance with this under Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to such termination date, until the third anniversary related claim for indemnification has been satisfied or otherwise resolved as provided in Article VII. (b) Notwithstanding anything to the contrary contained in this Agreement, it is the explicit intent of each party hereto that Sellers are making no representation or warranty whatsoever, express or implied, including but not limited to any implied representation or warranty as to condition, merchantability or suitability as to any of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach Assets or other properties of the representations and warranties other than the Fundamental Representations and the Business, except those representations and warranties contained in Section 3.5Article II. It is understood that, except to the extent otherwise expressly provided herein, Purchaser takes the Assets "as is" and "where is". In particular, Sellers make no representation or warranty to Purchaser with respect to any financial projection or forecast relating to the Business which has been provided to Purchaser. With respect to any such projection or forecast delivered by or on behalf of Sellers to Purchaser, Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) seven it is familiar with such uncertainties, (7iii) years after it is taking full responsibility for making its own evaluation of the Closing Date adequacy and accuracy of all such projections and forecasts furnished to it and (iv) it shall have no claim against Sellers with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5thereto.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations Acquirer shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller and Purchaser the Company contained in this Agreement will or any closing certificates. The representations, warranties, covenants and agreements contained in this Agreement or any closing certificates shall not be affected by any investigation conducted for or on behalf of Acquirer with respect thereto or any knowledge acquired by Acquirer or its officers, directors, employees or agents as to the accuracy or inaccuracy of any such representation or warranty. Except for this Article 6 (which shall survive until the payment in full of all indemnification claims properly and timely made pursuant to the terms of this Article 6) all of the representations, warranties, covenants and agreements of the Company contained in this Agreement, any closing certificates or in any instrument delivered pursuant to this Agreement shall survive the Closing until 5:00 p.m. New York time on the date which is Merger and continue for eighteen (18) months following (or shall survive until the earlier of: (i) forty-eight (48) months after the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following ; or (ii) the expiration of the applicable statute of limitations. limitations with respect to the representations and warranties set forth in Sections 2.10, 2.22, and 2.26) following the Closing Date, which period is generally intended to modify the statute of limitations applicable to claims related thereto and all claims with respect thereto must be brought within such eighteen (b18) The covenants contained in this Agreement month (or shall survive in accordance with their respective terms. until the earlier of: (ci) Notices for claims in respect of a breach of a representation, warranty, covenant forty-eight (48) months after the Closing Date; or agreement must be delivered prior to (ii) the expiration of the applicable survival periods statute of limitations with respect to the representations and warranties set forth in this Section 7.1Sections 2.10, 2.22, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date2.26) period; provided, further, however, that any formal Action (which for the avoidance no statute of doubt do not include acts taken pursuant limitations shall apply to the indemnification procedures representations and warranties set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice 2.3 and in respect of such indemnification claim is first submitted. In no event shall any such formal Action the applicable statute of limitations be brought more than (i) six (6) years after the Closing Date altered with respect to a claim for breach claims based on fraud, willful misconduct, or willful misrepresentation and any claims made thereunder may be made at any time during the respectively applicable statute of limitations. All of the representations representations, warranties and warranties other than covenants of Acquirer and Merger Sub shall expire upon the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Closing.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller the Company, the Vendors and Purchaser Buyer contained in this Agreement will shall survive the Closing closing of the Acquisition and continue until 5:00 11:59 p.m. New York Ottawa time on the date day which is eighteen (18) months following after the date on which the Closing occurs (the “Expiration Date, provided that the Fundamental Representations and ”); except for: (a) the representations and warranties contained of the Company set forth in Section 3.5 will 3.9 (Taxes), which shall survive until the date that is sixty ninety (90) days following the expiration last day upon which any of the applicable statute relevant Tax Authority is entitled to assess or reassess the Company or any Subsidiary with respect to any Tax, for any taxation year ending on or before the Closing Date or related to the portion of limitations. any straddle period up to the Closing Date, and if any assessment or reassessment is made by the Relevant Tax Authority with respect to any such taxation year or portion of any straddle period up to the Closing Date, until such time that the relevant Tax Authority may raise claims against the Company or any of its Subsidiaries with respect to such assessment or reassessment; (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration any of the applicable survival periods set forth in this Section 7.1, representations and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with warranties of the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures Company set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures3.17 (Intellectual Property), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to which shall survive until the third anniversary of date that is 24 months after the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall Closing occurs; and (c) any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties of the Company set forth in Sections 3.1 (Organization and Qualification), 3.2 (Authority Relative to this Agreement), 3.3 (Company Shares) and 3.4 (No Subsidiaries) (collectively, the “Fundamental Company Reps”) or the Vendors set forth in Sections 2.1 (Organization), 2.2 (Power; Authorization), 2.3 (Title to Company Shares), which shall survive until the lapse of the applicable limitation period under the Limitations Act, 2002 (Ontario); and no claim for indemnification pursuant to this Article 8 may be made after such dates. Nothing in this Section 8.1 or any other provision of this Agreement (i) shall be construed to limit the survival of any representation or warranty of any Person other than Buyer, the Fundamental Representations Vendors and the representations Company set forth in any of the Ancillary Agreements, which shall survive the closing of the Acquisition and warranties contained in Section 3.5continue for the time periods set forth therein (or, if no time period is set forth therein, the applicable limitation period under the Limitations Act, 2002 (Ontario), or (ii) seven (7) years after shall be construed to limit the Closing Date with respect to a breach survival of any covenant or agreement of the Fundamental Representations Buyer, the Vendors, the Company or the representations and warranties any other Person contained in Section 3.5this Agreement or any of the Ancillary Agreements, which shall survive the closing of the Acquisition and continue for the time periods set forth therein (or, if no time period is set forth herein or therein, the applicable limitation period under the Limitations Act, 2002 (Ontario)), other than covenants and agreements of the Company, the Vendors and Buyer which by their terms are to be wholly performed prior to the Closing.

Survival of Representations, Warranties, Covenants and Agreements. If the Acquisition is consummated, (ai) The all of the agreements and covenants of the Parties and the Effective Time Holders contained in this Agreement requiring performance after the Closing shall survive Closing and remain in full force and effect indefinitely or for the period explicitly specified therein, and (ii) all of the representations and warranties of Seller and Purchaser the Parties contained in this Agreement will Agreement, the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter) and the other agreements and certificates contemplated hereby shall survive the Closing until 5:00 p.m. New York time on and remain in full force and effect until, and shall expire on, the following dates (the “Indemnity Claim Periods”): in general, the date which that is eighteen (18) months following the Closing Date; provided, provided however, that the Fundamental Representations and the representations and warranties contained in Section 3.5 2.4 (Authority and Enforceability), Section 2.8(h) (Capital Structure), Section 2.16(a) and (e) (Compliance with Laws), Section 2.19 (Taxes), Section 3.2 (Corporate Authority and Enforceability), Section 3.9 (Issuance of Common Stock) and Section 3.12 (Tax Treatment), will survive until remain operative and in full force and effect until, and shall expire on, the date ninetieth (90th) day following the expiration of the applicable statute of limitations (if later than the expiration of eighteen (18) months following the Closing Date); provided, further, that the representations and warranties contained in Section 2.17 (Intellectual Property Rights) will remain operative and in full force and effect until, and shall expire on, the third (3rd) anniversary of the Closing Date; provided, further, no right to indemnification pursuant to Article VIII in respect of any claim that is sixty days following made in writing with reasonable specificity prior to the expiration of the Indemnity Claim Period applicable to such claim shall be affected by the expiration of such representations and warranties; and provided, further, that the expiration of the Indemnity Claim Period applicable to a claim shall not affect the rights of any Acquiror Indemnified Person or Company Indemnified Person under Article VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any claim based on the fraud or intentional misrepresentation until the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations All representations, warranties, covenants and warranties of Seller and Purchaser agreements contained in this Agreement will shall survive the Closing until 5:00 p.m. New York time execution and delivery of this Agreement and the Closing. All such representations and warranties shall thereafter terminate and expire on the date which is eighteen (18) months following the Closing Date, provided **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** except that the Fundamental Representations representations and warranties as to title contained in Section 4.15 and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement Sections 4.01, 4.02, 4.14, 4.16, 5.01 and 5.02 shall survive and remain operative and in accordance with their respective termsfull force and effect for **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations ** and the representations and warranties as to title contained in Section 3.54.10 shall survive until **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**, in all events regardless of any investigation made by or (ii) seven (7) years after on behalf of any Party hereto. All covenants and agreements of the Parties shall survive the Closing Date (unless any such covenant or agreement by its express terms in this Agreement does not so survive) and are subject to all applicable statutes of limitation, similar statutes and other similar defenses provided by law or equity, it being understood that the Parties' obligations to indemnify with respect to a breach Excluded Liabilities and Assumed Liabilities will survive for the statute of the Fundamental Representations or the representations and warranties contained in Section 3.5limitations applicable to such liability.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations 12.01. Survival of Representations, Warranties, Covenants and warranties of Seller Agreements. Each and Purchaser contained every representation, warranty and covenant set forth in this Agreement will shall survive the Closing until 5:00 p.m. New York time Closing, subject to the limitations set forth in this Section 12.01. No party shall have any liability (for indemnification or otherwise) for a breach of any representation or warranty unless such party is given a Claim Notice or Indemnity Notice specifying the factual basis of the claim and extent of the Losses in reasonable detail, to the extent then known or available, on or before the expiration of the period ending on the date which that is eighteen (18) months following the three-year anniversary of the Closing Date, provided except that (a) any claim by the Fundamental Representations and Indemnified Party for breach of the representations and warranties contained set forth in Section 3.5 will survive until Sections 6.08 (Taxes), 6.11 (Benefit Plans; ERISA) and 6.26 (Environmental Matters) and the date that is sixty covenants set forth in Article X (Tax Matters) may be brought at any time up to ninety (90) days following the expiration of the applicable statute of limitations. limitations applicable to the subject matter of the claim; (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties set forth in Section 6.03 (Title to and Condition of Assets) and 7.05 (LLC Agreement and Capitalization) will survive without limitation as to time. The right to indemnification or any other than remedy based on representations, warranties, covenants and obligations in this Agreement will not be affected by any investigation or audit conducted before or after the Fundamental Representations Closing Date or the actual or constructive knowledge of any party (whether acquired before or after the execution and delivery of this Agreement or the Closing) and each party shall be entitled to rely upon the representations and warranties contained set forth herein regardless of any such investigation or knowledge. The knowing waiver in Section 3.5writing of any condition regarding the accuracy of any representation or warranty, or (ii) seven (7) years regarding the performance of or compliance with any covenant or obligation, will not affect the right of indemnification or any other remedy of the waiving party after the Closing Date with respect to a breach based on the inaccuracy of the Fundamental Representations such representation or warranty or the representations and warranties contained in Section 3.5nonperformance of or noncompliance with such covenant or obligation.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser the Parties contained in this Agreement will survive the Closing (i) indefinitely with respect to the Stockholder’s Fundamental Representations, (ii) until 5:00 p.m. New York time on the date which that is eighteen (18) 36 months following after the Closing Date, provided that the Fundamental Representations and with respect to the representations and warranties contained set forth in Section 3.5 will 3.12 and (iii) until the date that is 12 months after the Closing in the case of all other representations and warranties. Except as otherwise expressly provided in this Agreement, (x) each Party’s right to bring a claim for indemnity hereunder in respect of a covenant breach that occurred before the Closing shall survive until the date that is sixty 12 months after the Closing and (y) each Party’s right to bring a claim for indemnity hereunder in respect of a covenant breach that occurred on or after the Closing Date shall survive indefinitely. Notwithstanding the foregoing, any claim with respect to a representation, warranty or covenant that would otherwise terminate in accordance with the preceding provisions of this paragraph will continue to survive if a notice of such claim shall have been given under this Article VIII on or prior to the date on which it otherwise would terminate, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article VIII. (b) Notwithstanding paragraph (a) of Section 8.01, any indemnification obligations of the parties with respect to Tax covenants set forth in Section 5.10 and Section 5.11, and indemnification for Taxes set forth in Section 8.10(b) of this Agreement will survive the Closing Date and continue until thirty (30) days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective termslimitations on assessment of the relevant Tax. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in No Party’s rights hereunder (including rights under this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement Article VIII) shall be expressly barred and are hereby waivedaffected by any investigation conducted by or any knowledge acquired (or capable of being acquired) by such Party at any time, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with whether before or after the requirements execution or delivery of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach or by the waiver of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5any condition.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Each party hereto shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties hereto contained in this Agreement and in any certificate delivered by any other party hereto at the Closing without regard to such party’s investigation or knowledge. If the Merger is consummated, all of the representations and warranties of Seller and Purchaser the Company contained in this Agreement will and such certificates shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 5:00 p.m. New York time on the date which is eighteen (18) months following end of the Closing DateEscrow Period; provided, provided however, that the Fundamental Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the representations and warranties contained in Section 3.5 will survive parties to this Agreement, until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims ; provided, further, that no right to indemnification pursuant to ARTICLE V in respect of a breach of a representation, warranty, covenant or agreement must be any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period or applicable survival periods set forth in this Section 7.1statute of limitations, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement as appropriate, shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with affected by the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing expiration of such applicable daterepresentations and warranties; and provided, further, however, that such expiration shall not affect the rights of any formal Action (which for the avoidance Indemnified Person under ARTICLE V or otherwise to seek recovery of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or Damages arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation any fraud or warranty pursuant to this Agreement must be brought on or prior to willful misrepresentation by the third anniversary Company until the expiration of the date on which applicable statute of limitations. If the claim notice in respect of such indemnification claim Merger is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of consummated, the representations and warranties other than the Fundamental Representations of Acquiror contained in this Agreement and the representations other certificates contemplated hereby shall expire and warranties contained in Section 3.5be of no further force or effect as of the Closing. If the Merger is consummated, all covenants and agreements of the parties shall expire and be of no further force or (ii) seven (7) years effect as of the Closing, except to the extent such covenants and agreements provide that they are to be performed after the Closing Date with Closing; provided, however, that no right to indemnification pursuant to ARTICLE V in respect to a of any claim based upon any breach of a covenant or agreement shall be affected by the Fundamental Representations or the representations and warranties contained in Section 3.5expiration of such covenant.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Notwithstanding any investigation conducted at any time with regard thereto by or on behalf of any party to this Agreement, all representations, warranties, covenants and agreements of the parties hereto shall survive the execution, delivery, and performance of this Agreement in accordance with Section 7.3 of this Agreement. No investigation made by or on behalf of a party hereto with respect to another party shall be deemed to affect the party's reliance on the representations, warranties, covenants and agreements made by the other party contained in this Agreement and shall not be a waiver of Avant!'s or Sub's rights to indemnity as herein provided for the breach or inaccuracy of or failure to perform or comply with any of FrontLine's representations, warranties, covenants or agreements under this Agreement or the Escrow Agreement. All representations and warranties of Seller and Purchaser contained each party set forth in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following shall be deemed to have been made again by such party at and as of the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants As used in this Article VII, any reference to a representation, warranty, agreement or covenant contained in any section of this Agreement shall survive in accordance with their respective termsinclude the schedule attached hereto. (c) Notices Nothing in this Agreement shall be construed as limiting in any way the remedies that may be available to a party in the event of fraud relating to the representations, warranties, agreements or covenants made by any other party in this Agreement. (d) The FrontLine Shareholders (as defined below) shall have liabilities and obligations for Damages (as defined below) under this Agreement only with respect to claims in respect submitted or notice of a breach claims provided during the time period of a survivability of the specific representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods as set forth in this Section 7.1SECTION 7.3. Notwithstanding the expiration date of the representations, warranties, covenants and any claims for indemnification for which notice is not timely delivered in accordance agreements set forth herein, if Avant! or FrontLine shall notify the Shareholders' Representative with this Agreement shall be expressly barred and are hereby waived, provided that if, prior respect to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement submission of a claim during the time period of survivability of such representation, warranty, covenant or agreement, each FrontLine Shareholder's liability or obligation for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim Damages shall continue in full force and effect until settled with respect to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action those claims timely made. (which for the avoidance of doubt do not include acts taken pursuant e) Subject to the indemnification procedures limitations set forth in Section 7.67.4, but do include formal Actions brought following, or arising out Avant! shall be entitled to use the Escrow Shares as collateral for the obligations of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty the FrontLine Shareholders pursuant to this Agreement must be brought on or prior to the third anniversary Article VII of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5this Agreement.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer and its Affiliates (awhether or not exercised) The to investigate the affairs of each Seller, the Company or any Subsidiary or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or the waiver of any provision hereof, each Seller and Purchaser the Company on the one hand, and Buyer, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of each Seller, the Company and Buyer contained in this Agreement will survive the Closing (a) until 5:00 p.m. New York time on 60 calendar days after the date which is eighteen expiration of all applicable statutes of limitation (18including all periods of extension, whether automatic or permissive) months following the Closing Date, provided that the Fundamental Representations and the with respect to representations and warranties contained in Section 3.5 will survive until Sections 3.1 (organization), 3.2 (capital stock), 3.11 (taxes), 3.14 (benefit plans), 3.23 (environmental) and 3.30 (disclosure) (to the date that is sixty days following extent it relates to the expiration of the applicable statute of limitations. foregoing Sections) and 4.5 (taxes, and 4.7 (title to common stock)), (b) The covenants contained until the fifteen-month anniversary of the Closing Date with respect to all other representations and warranties and any covenant or agreement to the extent performed, in this Agreement shall survive whole or in accordance with their respective terms. part, on or prior to the Closing, and (c) Notices for claims in indefinitely with respect of a breach of a to all remaining covenants and agreements, except that any representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered that would otherwise terminate in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior clause (a) or (b) above will continue to such applicable date, survive if a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement Claim Notice or Indemnity Notice (whether or not formal Action as applicable) shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this timely given under Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought X on or prior to such termination date, until the third anniversary of the date on which the related claim notice for indemnification has been satisfied or otherwise resolved as provided in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date Article X, but only with respect to a claim for breach of matters described in the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, Claim Notice or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. (a) Notwithstanding any right of Parent (whether or not exercised) to investigate the affairs of the Company or a waiver or non-assertion by Parent and Merger Sub of any closing condition set forth in Article 5 or any termination right set forth in Article 7, each party shall have the right to rely fully upon the representations and warranties of the other party or parties hereto set forth in this Agreement, the Escrow Agreement and the certificates and other instruments delivered in connection herewith or therewith. (b) The representations and warranties of Seller and Purchaser contained the Company set forth in this Agreement will or in any certificates or instruments delivered by the Company in connection herewith or therewith shall survive the Closing Merger and continue until 5:00 11:59 p.m. New York time (California time) on the date which is eighteen twelve (1812) months following month anniversary of the Closing Date; provided, provided however, that notwithstanding the Fundamental Representations foregoing, the representations and warranties of the Company set forth in Section 2.2 (Authority), Section 2.5 (Capitalization), and Section 2.10 (Taxes) shall survive the Merger and continue until 11:59 p.m. (California time) on the thirty-sixth (36) month anniversary of the Closing Date (the representations and warranties set forth in Sections 2.2, 2.5, and 2.10 being referred to herein as the “Special Representations”) and the representations and warranties contained of the Company set forth in Section 3.5 will 2.18 (Intellectual Property) shall survive the Merger and continue until 11:59 p.m. (California time) on the eighteen (18) month anniversary of the Closing Date (the representations and warranties set forth in Section 2.18 being referred to herein as the “Intellectual Property Representations”). The applicable expiration date described above is referred to herein as the “Expiration Date.” Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) no right to indemnification pursuant to Article 6 in respect of any claim that is sixty days following set forth in an Officer’s Certificate delivered in accordance with the terms hereof prior to the applicable Expiration Date shall be affected by the expiration of such representations and warranties pursuant hereto and (ii) no such expiration shall affect the rights of any Parent Indemnified Party under Article 6 or otherwise to pursue claims for indemnification for Losses arising out of any fraud or willful misconduct until the expiration of the applicable statute of limitations. . Except with respect to (bA) The claims for indemnification for Losses arising out of fraud or willful misconduct, (B) claims for indemnification for Losses arising out of a breach of, or inaccuracy in, the Special Representations or (C) claims for indemnification for Losses arising out of a breach of the covenants contained (including, without limitation, each agreement set forth in this Agreement shall or the Escrow Agreement that survive the Merger in accordance with their respective terms. (c) Notices , no Parent Indemnified Parties shall be permitted to bring and the Indemnifying Parties shall not have any Liability for claims in respect of any claim for a breach of a representation, warranty, covenant or agreement must be contained in this Agreement, the Escrow Agreement and the certificates and instruments delivered in connection herewith and therewith, to the extent notice of such claim set forth in an Officer’s Certificate is not delivered to the applicable Indemnifying Party prior to the expiration applicable Expiration Date. (c) In the event that the Merger is consummated, the representations and warranties of the applicable survival periods Parent and Merger Sub set forth in this Section 7.1Agreement or in any certificate or other instrument delivered in connection herewith shall expire and be of no further force or effect. (d) Notwithstanding anything to the contrary set forth in this Agreement, the covenants and any claims for indemnification for which notice is not timely delivered other agreements set forth in this Agreement or in the Escrow Agreement shall survive the Merger indefinitely in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5their respective terms.

Survival of Representations, Warranties, Covenants and Agreements. (a) The All representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices the Closing Date for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration duration of the applicable survival periods set forth Claims Period, except that the representations and warranties described in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements 11.1 of this Agreement (Special Warranty of a Title) shall survive the applicable Closing indefinitely. Any claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance made by Buyer with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant respect to the indemnification procedures set forth representations and warranties of Seller contained in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought initiated by Buyer during the Claims Period, except that there shall be no time limit on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action when claims may be brought more than (i) six (6) years after the Closing Date initiated with respect to a claim for breach the representations and warranties described in Section 11.1 of this Agreement (Special Warranty of Title). All of the representations and warranties other than of Seller contained in this Agreement shall in no respect be limited or diminished by any past or future inspection, investigation, examination or possession of information regarding the Fundamental Representations Interests on the part of Buyer or its Representatives. All covenants and agreements made by Seller contained in this Agreement shall survive the Closing Date until fully performed or discharged. (b) All representations and warranties of Buyer contained in this Agreement shall survive the Closing Date for the duration of the Claims Period. Any claim made by Seller with respect to the representations and warranties of Buyer contained in Section 3.5, or (ii) seven (7) years after this Agreement must be initiated during the Closing Date with respect to a breach Claims Period. All of the Fundamental Representations or the representations and warranties of Buyer contained in Section 3.5this Agreement shall in no respect be limited or diminished by any past or future inspection, investigation, examination or possession of information on the part of any of the Seller or its Representatives. All covenants and agreements made by Buyer contained in this Agreement shall survive the Closing Date until fully performed or discharged.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the last three (a3) The sentences of this Section 9.1, the representations and warranties of Seller the Sellers, the Company, Newco and the Purchaser contained in this Agreement shall survive until the second anniversary of the Closing Date, except that the representations and warranties set forth in each of Section 3.11, Section 3.20, Section 3.23 and Section 3.28 shall survive until the expiration of the statute of limitations applicable to the subject matter addressed thereunder. The covenants and agreements of the Sellers, the Company, Newco and of the Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Dateuntil, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with by their own respective terms. (c) Notices for claims in respect of a , they have been fully performed. Any breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification would otherwise terminate in accordance with this Article VII 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought 10 on or prior to the third anniversary of the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for breach indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in this Agreement made by any party or any written information furnished by any party that was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Sellers or the Company in this Agreement or any written information furnished or caused to be furnished by any of the representations and warranties other than Sellers or the Fundamental Representations and Company to the representations and warranties contained in Section 3.5Purchaser that is incorporated in, or (ii) seven (7) years after is the Closing Date basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with respect to a breach any Purchaser Financing Transaction shall survive until the expiration of the Fundamental Representations all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or the representations and warranties contained omissions in Section 3.5such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Except as otherwise specifically provided for herein, the representations, warranties, covenants and agreements of the Purchaser, the Merger Sub, the Seller, the Physician Stockholders and the Company included or provided for herein, or in other instruments or agreements delivered or to be delivered at or prior to Closing in connection herewith, including the representations and warranties of all Persons made in the certificates to be delivered to the Purchaser pursuant hereto, and the obligation of the Purchaser and the Seller and Purchaser contained in this Agreement will to indemnify on account of a breach or violation thereof shall survive the Closing until 5:00 p.m. New York time on the date which is eighteen for a period of thirty-six (1836) months following the Closing Date; provided, provided however, that (x) there shall be no limit on the Fundamental Representations survival of the indemnification obligations of the Seller for breaches of the representations or warranties made by the Seller and the Company as to the transfer of legal and valid title to the Stock and to environmental matters and (y) the indemnification obligations of the Seller for breaches of the representations or warranties made by the Seller and warranties contained in Section 3.5 will the Company with respect to Taxes or Tax matters shall survive until the date that is sixty days following the expiration of the applicable statute of limitations. . Similarly, the obligation of the Seller to indemnify the Purchaser, the Merger Sub and (bafter the Effective Time) The covenants contained in this Agreement the Company with respect to any liability of the Company not expressly assumed hereunder by the Purchaser, shall survive in accordance with their respective terms. (c) Notices for claims in respect until such liability or claim is fully paid and discharged. Notwithstanding anything herein to the contrary, if, prior to the expiration of any indemnification period, the Purchaser, or the Seller, as the case may be, shall have been notified of a breach claim for indemnity hereunder and such claim shall not have been finally resolved before the expiration of a such period, any representation, warranty, covenant or agreement must be delivered prior to that is the expiration of the applicable survival periods set forth in this Section 7.1, and any claims basis for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject survive and shall remain a basis for indemnity as to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, claim until such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submittedfinally resolved. In no event All statements contained herein and in the other Transaction Documents, including the Schedules, the Company's Financial Statements and the Seller's Financial Statements shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the deemed representations and warranties other than the Fundamental Representations and the for all purposes of this Agreement. The respective representations and warranties of the Seller, the Company, Physician Stockholders, the Purchaser and the Merger Sub contained herein or in Section 3.5, any other documents covered in the preceding sentence shall not be deemed waived or (ii) seven (7) years otherwise affected by any investigation made by any party hereto or any amendment or supplement to the schedules or exhibits hereto occurring after the Closing Date with respect to a breach signing of the Fundamental Representations or the representations and warranties contained in Section 3.5.this Agreement. 49

Survival of Representations, Warranties, Covenants and Agreements. Subject to the limitations and other provisions of this Agreement, all representations, warranties, covenants and agreements set forth in this Agreement, the Schedules hereto and in any certificate delivered in connection with this Agreement, shall survive the Closing Date as set forth herein. Notwithstanding the foregoing, no Indemnified Party shall be entitled to recover for any Loss pursuant to Section 7.3(a)(i) or Section 7.3(b)(i) unless written notice of a claim (a“Claim Notice”) The thereof is delivered to the Indemnified Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” means the twelve (12) month anniversary of the Closing Date; provided, however, that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a breach of the representations and warranties of Seller and Purchaser contained set forth in this Agreement will survive Section 4.14 (Proprietary Rights), the Closing until 5:00 p.m. New York time on Applicable Limitation Date shall be the date which is eighteen (18) months following two-year anniversary of the Closing Date, provided that the Fundamental Representations and (ii) with respect to any Loss arising from or related to a breach of the representations and warranties contained of (A) Seller set forth in Section 3.5 will 4.1 (Organization and Power), Section 4.2 (Subsidiaries), Section 4.3 (Authorization of Transactions), the first sentence of Section 4.8(c) (Title to Purchased Assets; Sufficiency of Assets), Section 4.12 (Taxes), and Section 4.16 (Brokerage) (collectively, the “Seller Fundamental Representations”), and (B) Purchaser set forth in Section 5.1 (Organization and Power), Section 5.2 (Authorization of Transaction) and Section 5.8 (Brokers) (collectively, “Purchaser Fundamental Representations”), the Applicable Limitation Date shall not apply and all Seller Fundamental Representations and Purchaser Fundamental Representations shall survive for the full period of all applicable statutes of limitations plus sixty (60) calendar days; and (iii) that an Indemnified Party shall be entitled to seek recovery for fraud until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The limitations for any claim which seeks recovery of the Losses arising therefrom. All covenants and agreements of an Indemnified Party contained in this Agreement Agreement, any of the Schedules hereto or in any agreement, certificate or other document delivered pursuant hereto shall survive the Closing for the applicable statute of limitations or for the period explicitly specified therein, unless otherwise provided therein. Notwithstanding the foregoing, any claims asserted in accordance good faith with their respective terms. reasonable specificity (cto the extent known at such time) Notices for claims and in respect of writing by a breach of a representation, warranty, covenant or agreement must be delivered Claim Notice from an Indemnified Party to the Indemnifying Party prior to the expiration date of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is period shall not timely delivered in accordance with this Agreement shall thereafter be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with by the requirements Applicable Limitation Date expiration of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a relevant representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of and such indemnification claim is first submitted. In no event claims shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller the Parties contained herein shall survive the Closing Date for a period of [**] following the date thereof; provided, however, that (i) the representations and warranties of Sellers contained in Sections 2.1(b) (Authority), 2.2 (Right and Title to Subject Shares, Norte Shares and Minority Norte Shares), 3.1(a) (Organization and Qualification) and 3.2 (Equity Interests; Capitalization) shall survive the Closing indefinitely, (ii) the representations and warranties of Purchaser contained in Sections 4.2(a) (Authority) shall survive the Closing indefinitely, (iii) the representations and warranties of Sellers contained in Section 3.11 (Environmental Matters) shall survive the Closing for a period of [**] following the date hereof, and (iv) the representations and warranties of Sellers contained in Section 3.5 (Taxes), shall survive the Closing until [**] (taking into account any extensions or waivers thereof) which for the purpose of this Agreement shall commence upon the Closing Date. All covenants and agreements contained in this Agreement will that contemplate or provide for any rights, obligations or actions of any Party after the Closing shall survive the Closing until 5:00 p.m. New York they are fully performed or terminated in accordance with their terms. No claim or cause of action for indemnification under Article VIII arising out of the inaccuracy or breach of any representation or warranty of Sellers or Purchaser may be made following the termination of the applicable survival period; it being understood that in the event notice of any claim for indemnification under Section 8.1 or Section 8.3 shall have been given within the applicable survival period, the representations and warranties that are the subject of such indemnification claim shall survive until such time on the date which as such claim is eighteen (18) months following finally resolved. The Parties agree that, after the Closing Date, provided that the Fundamental Representations with respect to Sellers and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration Purchaser, any claim or cause of action against any of the applicable statute Parties, or any of limitations. (b) The their respective directors, officers, employees, Affiliates, successors, permitted assigns, advisors, agents, or representatives based upon, directly or indirectly, any of the representations, warranties, covenants or agreements contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representationAgreement, warrantyor any other agreement, covenant document or agreement must instrument to be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, executed and any claims for indemnification for which notice is not timely delivered in accordance connection with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must may be brought on or prior to the third anniversary of the date on which the claim notice only as expressly provided in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5Article VIII.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations Subject to the following sentence, the representations, warranties, covenants and warranties agreements of Seller the Company, the Contributing Stockholders and Purchaser contained made in or pursuant to this Agreement will survive the Closing Closing. The representations, warranties, covenants and agreements of the Company and the Contributing Stockholders contained in Articles III and V of this Agreement (including pursuant to the certificates delivered pursuant to Sections 2.05 and 7.03) will survive only until 5:00 p.m. New York time on the date which is eighteen (18) months following first anniversary of the Closing Dateand shall thereupon expire together with any right to indemnification for breach thereof, provided except that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a any representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered that would otherwise terminate in accordance with this Agreement sentence will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall be expressly barred and are hereby waived, provided that if, have been timely given in good faith based on facts reasonably expected to establish a valid claim under Article X on or prior to such applicable termination date, a party shall have notified any other party until the related claim for indemnification has been satisfied or otherwise resolved as provided in accordance with the requirements Article X. The representations, warranties, covenants and agreements of Purchaser contained in Articles IV and VI of this Agreement will survive only until the first anniversary of a claim for indemnification under this Agreement (whether or not formal Action the Closing and shall have been commenced based upon such claim), such claim shall continue to be subject thereupon expire together with any right to indemnification for breach thereof, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with this sentence will continue to survive until satisfied if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith based on facts reasonably expected to establish a valid claim under Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought X on or prior to such termination date, until the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a related claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained indemnification has been satisfied or otherwise resolved as provided in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.Article X.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer, Subsidiary or the Company (awhether or not exercised) The representations to investigate the affairs of Buyer, Subsidiary or the Company, each party shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller and Purchaser the other party contained in this Agreement will survive or in any instrument required to be delivered hereunder; provided, however, that, except in the Closing until 5:00 p.m. New York time on the date which is eighteen case of fraud (18) months following the Closing Datei.e., provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a an intentional breach of a representation, warranty, covenant or agreement, but excluding any negligent or reckless breach), no reliance can be made on, or claim made in respect of, any representation, warranty, covenant or agreement must be delivered prior to specific compliance with which was waived in writing, including the expiration waiver of any related closing condition contained in Article 6. The covenants and agreements of the applicable survival periods set forth Company, Buyer and Subsidiary contained in this Section 7.1, and Agreement or in any claims for indemnification for which notice is not timely instrument delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must that by their terms apply or are to be brought on performed in whole or prior to in part after the third anniversary Effective Time shall survive the Effective Time. The representations and warranties of the date Company, Buyer and Subsidiary contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger and continue until the filing of Buyer's Annual Report on which Form 10-K for the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim fiscal year ending December 31, 1999, except for breach of the representations and warranties other than set forth in Sections 3.12, 3.15, 3.17, 3.19, 3.22, 3.24, 3.30, which shall continue until the Fundamental Representations and first anniversary of the Closing Date (the "Expiration Date"). Each of the parties hereto agrees that, except for the representations and warranties contained in Section 3.5this Agreement, none of Buyer, Subsidiary or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations Company has made any representations or warranties, and except for the representations and warranties contained in Section 3.5this Agreement, each of Buyer, Subsidiary and the Company acknowledges that no representations or warranties have been made by, and it has not relied upon any representations or warranties made by, any of the parties hereto or any of their respective officers, directors, employees, agents, financial and legal advisors or other representatives (collectively, "Representatives") with respect to this Agreement and the transactions contemplated hereby, and the documents and instruments referred to herein, notwithstanding the delivery or disclosure to such party or its Representatives of any documentation or other information with respect to any one or more of the foregoing. The inclusion of any entry on the Disclosure Schedule shall not constitute an admission by, or agreement of, the Company that such matter is material to the Company.