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

Survival of Representations, Warranties, Covenants and Agreements. All representations and warranties of Sellers and Purchasers in this Agreement and the other Transaction Documents shall survive the Closing Date for a period of fifteen (15) months after the Closing Date, except that: (a) (i) the representations and warranties of Sellers contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained in this Agreement shall survive the Closing Date until fully performed or satisfied and for the period ending on the date that is thirty (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration of any applicable survival period shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable survival period.

Survival of Representations, Warranties, Covenants and Agreements. All representations The representations, warranties, covenants and warranties agreements of Sellers Chiron, CTPL and Purchasers Mimotopes contained in this Agreement and the Agreement, or in any certificate or other Transaction Documents shall writing delivered pursuant hereto or in connection herewith will survive the Closing Date for a period until the expiration of fifteen twelve (1512) months after the Closing Date, except that: Date or (a) thirty-six (i36) months with respect to the representations and warranties of Sellers contained in Section 5.1 (Organization 3.6, 3.7 and Good Standing)3.11. The representations, Section 5.2 (Capitalization warranties, covenants and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) agreements made herein by MitoKor and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers made by Chiron and CTPL in Section 3.21 shall survive this Agreement, notwithstanding any investigation made by Chiron or CTPL. All statements as to factual matters contained in Section 6.1 (Organization any certificate or other instrument delivered by or on behalf of MitoKor pursuant hereto or in connection with the Series E Shares shall be deemed to be representations and Good Standing)warranties by MitoKor hereunder as of the date of such certificate or instrument. Nothing in the foregoing sentence shall preclude MitoKor, Mimotopes, Chiron, or CTPL from bringing an action, or limit in any manner whatsoever any liability MitoKor, Mimotopes, Chiron, or CTPL have or may have, for fraud or for knowing and intentional misrepresentations or breach. Notwithstanding the preceding sentences, any covenant, agreement, representation or warranty in respect of which indemnity may be sought under Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right to indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. This Section 6.1 shall not limit in any way the survival and enforceability of any covenant or agreement of the parties hereto that by its terms contemplates performance after the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i)Date, the “Seller Fundamental Representations”) which shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained in this Agreement shall survive the Closing Date until fully performed or satisfied and for the period ending on the date that is thirty (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration of any applicable survival period shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival respective periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable survival periodherein.

Survival of Representations, Warranties, Covenants and Agreements. All representations and warranties of Sellers and Purchasers in this Agreement and the other Transaction Documents shall survive the Closing Date for a period of fifteen (15) months after the Closing Date, except that: (a) (i) the representations The representations, warranties, covenants and warranties agreements of Sellers contained in Section 5.1 (Organization each of Cobia and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements Swordfish contained in this Agreement shall survive the Closing Date until fully performed or satisfied and for the period ending on the date that is thirty eighteen (3018) days months after the expiration Closing Date; provided, however, that (i) the Fundamental Cobia Representations and Fundamental Swordfish Representations shall survive the Closing until the date that is five (5) years after the Closing Date, (ii) the representations and warranties contained in Section 3.17 (Taxes) and Section 4.17 (Taxes) shall survive the Closing until the date of applicable expiry of the statute of limitations applicable to the underlying Tax plus one month, (iii) any covenant or agreement of Cobia or Swordfish (as applicable) to be performed, in whole or in part, after giving effect the Closing Date shall survive the Closing in accordance with its terms, (iv) any covenant or agreement of Cobia or Swordfish (as applicable) that, by its terms, contemplates performance at or prior to the Closing shall terminate upon the Closing, except that claims for indemnification in respect of any waiverbreach thereof shall survive the Closing until the date that is eighteen (18) months after the Closing Date, modification, tolling or extension thereof). Notwithstanding the foregoing, (v) any claims asserted for indemnification in compliance herewith respect of the matters set forth on Section 12.2(a)(iv) shall survive the Closing until the date that is five (5) years after the Closing Date and (vi) any claims for indemnification in respect of the matters set forth on Section 12.2(b)(iv) shall survive the Closing until the date that is five (5) years after the Closing Date. Written notice of a claim against Cobia must be given by notice from the non- breaching a Company Indemnified Party to Cobia in accordance with the breaching Party provisions hereof prior to the expiration of the applicable representations, warranties, covenants or agreements; provided that written notice of a claim with respect to a covenant or agreement of Cobia to be performed, in whole or in part, after the Closing Date, must be given by a Company Indemnified Party to Cobia no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms. Written notice of a claim against Swordfish must be given by a Company Indemnified Party to Swordfish in accordance with the provisions hereof prior to the expiration of the applicable representations, warranties, covenants or agreements; provided that written notice of a claim with respect to a covenant or agreement of Swordfish to be performed, in whole or in part, after the Closing Date, must be given by a Company Indemnified Party to Swordfish no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms. (b) The representations and warranties of the Companies set forth in Article V and Article VI and the covenants and agreements of the Companies contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing Date; provided, however, that (i) the Fundamental Company Representations shall survive the Closing until the date that is five (5) years after the Closing Date, (ii) any covenant or agreement of the Companies to be performed, in whole or in part, after the Closing Date shall survive the Closing in accordance with its terms and (iii) any covenant or agreement of the Companies that, by its terms, contemplates performance at or prior to the Closing shall terminate upon the Closing, except that claims for indemnification in respect of any breach thereof shall survive the Closing until the date that is eighteen (18) months after the Closing Date. Written notice of a claim must be given by a Cobia Indemnified Party or Swordfish Indemnified Party (as applicable) to the Companies in accordance with the provisions hereof prior to the expiration of the applicable representations, warranties, covenants or agreements; provided that written notice of a claim with respect to a covenant or agreement of the Companies to be performed, in whole or in part, after the Closing Date, must be given by a Cobia Indemnified Party or Swordfish Indemnified Party (as applicable) to the Companies, as applicable, no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms. (c) If a written notice of the breach or inaccuracy of any representation or warranty or covenant that would otherwise terminate at the expiration of the applicable survival period shall survive until finally resolved. For with respect thereto has been given to the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must party against whom indemnification may be brought sought on or filed prior to the expiration of the applicable survival period, such representation or warranty or covenant shall survive only with respect to the matters specified in such notice and such survival shall only apply to the portion of any such representation or warranty or covenant with respect to which such breach or inaccuracy has occurred.

Survival of Representations, Warranties, Covenants and Agreements. All The representations and warranties included or provided for (x) in Sections 3.5 through 3.11, and Sections 3.16 (except for the last sentence of Sellers Section 3.16 (Property and Purchasers Leases) referred to in this Agreement (bb) below) through Section 3.20, and the other Transaction Documents Section 3.22 (Service Marks) Section 4.2 and Sections 4.4, 4.6 and 4.8 herein shall survive the Closing Date for a period until the 120th day following the end of fifteen (15) months the first full calendar year after the Closing DateClosing, except that: (ay) (i) the representations and warranties of Sellers contained in Section 5.1 3.12 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(aTax Matters) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) herein shall survive the Closing indefinitely until the expiration of the applicable statute of limitations (including any waivers or extensions thereof) with respect to such matters and shall expire at such time, (bz) the representations and warranties of Sellers contained in Section 5.11 Sections 3.13 (Taxes) (together with the representations and warranties listed in clause (a)(iLabor Matters), the “Seller Fundamental Representations”3.14 (Employee Benefits) and 3.15 (Environmental Matters) shall survive the Closing until 60 days after the expiration fourth anniversary of the Closing Date and shall expire at such time, (aa) in Sections 3.1 (Organization and Authority of Seller), 3.2 (Organization and Qualification of the Companies), 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies), 3.21 (Brokers and Finders), 3.23 (No Other Representations and Warranties), 4.1 (Organization and Authority of Buyer), 4.3 (Brokers and Finders), 4.5 (Securities Act), 4.7 (Investigation by Buyer) and 4.9 (No Other Representations and Warranties) shall have no expiration date and (bb) in the last sentence of Section 3.16 (Property and Leases) shall survive the Closing until the 180th day following the Closing. In the event that any Claim Notice or any other written notice of a claim shall be given hereunder within the applicable statutes survival period, the representations and warranties that are the subject of limitations (after giving effect to any waiver, modification, tolling or extension thereof)such indemnity claim shall survive until such claim is finally resolved. The covenants or and other agreements contained in this Agreement shall survive the Closing Date until fully performed or satisfied and for the period ending on the date that is thirty (30) days after or dates specified therein or the expiration of the applicable statute of limitations (after giving effect including any waivers or extensions thereof) with respect to any waiversuch matters, modification, tolling or extension thereof)whichever is later. Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party Except with respect to the breaching Party prior representations and warranties contained in Sections 3.21 (Brokers and Finders), 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies; Minority Interests), 3.12 (Tax Matters) and 3.20 (Ability to Conduct Business), in no event shall Seller be liable to Buyer for any breach of the expiration of representations or warranties included or provided for herein or in any applicable survival period shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party other document delivered pursuant to this Article X must Agreement, unless and until all claims for which Losses are recoverable by Buyer exceed $7,200,000 (seven million two hundred thousand dollars) (the "Deductible") and Seller shall be brought or filed prior to liable only for the expiration amount by which all such recoverable Losses exceed the Deductible. In addition, (x) except for breaches of (1) Sections 3.3 (Capitalization of the applicable survival periodCompanies), 3.4 (Subsidiaries of the Companies) and 3.21 (Brokers and Finders), (2) breaches of covenants and indemnities outside this Article IX and (3) the special indemnity under clauses 9.3(a)(ii), 9.3(a)(iii), 9.3(a)(iv) and 9.3(a)(v) for which there shall be no limit, any payments under this Article IX by Seller to Buyer for Losses shall not exceed in the aggregate $180,000,000 (one hundred eighty million dollars) (the "Limit").

Survival of Representations, Warranties, Covenants and Agreements. All The representations and warranties of Sellers made by Seller, Buyer and Purchasers LDC in this Agreement and the other Transaction Documents shall generally survive the Closing Date for a period until (and claims based upon or arising out of fifteen such representations and warranties may be asserted at any time before) the twelve (1512) months after month anniversary of the Closing Date; provided, except that: (a) (i) the representations and warranties of Sellers contained in Section 5.1 (Organization and Good Standing)however, Section 5.2 (Capitalization and Title)that with respect to Sections 4.1, Section 5.3 (Outstanding Interests)4.2, Section 5.4 (Authorization of Agreement)4.4, Section 5.9(a) (Title to Assets; Liens)4.11, Section 5.10(e) (Absence of Certain Developments4.13, 4.20, 5.1, 5.2, 5.5, 5.6, 5.8, 5.11, 12.19(a) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors12.19(b)(iii) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller such Fundamental Representations”) Representations shall survive the Closing until 60 days after (and claims based upon or arising out of such representations and warranties may be asserted at any time before) the expiration statute of limitations with respect to such matters or, if no statute of limitations is applicable, indefinitely. Any covenants and agreements in this Agreement that by their terms are to be performed only during the pre-Closing period, including Section 6.1, shall terminate at the Closing, and all other covenants and agreements of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained Parties and LDC in this Agreement shall survive the Closing Date until fully performed or satisfied and for without any contractual limitation on the period ending on the date that is thirty of survival (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party except to the breaching Party prior to the expiration of any applicable survival extent, if any, that a period shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival periods is otherwise expressly set forth in this Section 10.1 are contractual statutes such covenant or agreement or herein in connection with the applicable covenant or agreement). The period of limitations and any claim brought by any Party time a representation or warranty or covenant or agreement survives the Closing pursuant to this Section 9.1 shall be the applicable “Survival Period” with respect to such representation or warranty or covenant. The obligation to indemnify pursuant to Section 9.2 shall terminate upon expiration of the applicable Survival Period, unless an Indemnified Party shall have made a claim for indemnification pursuant to Article X must be brought or filed IX prior to the expiration of the applicable survival periodSurvival Period. The termination of the applicable Survival Period for the representations and warranties or a covenant and agreement provided herein shall not affect a Party’s indemnification claim if such Party has made such claim in reasonable detail in writing and such written claim is received by the Indemnifying Party prior to the expiration of the applicable Survival Period. 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 applicable Survival Period with respect to such representation or warranty or covenant or agreement.

Survival of Representations, Warranties, Covenants and Agreements. All representations The representations, warranties, covenants, and warranties agreements of Sellers the Sellers, the Company, and Purchasers the Purchaser contained in this Agreement and in the other Transaction Documents will survive the Closing and will continue in full force and effect for a period from the date hereof until the date that is the one (1) year anniversary from the Closing Date; provided, however, that (a) the covenants and agreements in this Agreement and the other Transaction Documents that are required to be performed by any Person solely prior to the Closing shall not survive and shall expire as of the Closing; provided, however, that, notwithstanding the foregoing, any claims for indemnification or Losses in respect of breaches of such covenants will survive the Closing Date and will continue in full force and effect for a period of fifteen from the date hereof until the date that is the (151) months after year anniversary from the Closing Date, except that: (a) (i) the representations and warranties of Sellers contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations covenants and warranties of Sellers contained in Section 5.11 (Taxes) (together with agreements herein or hereunder that are required to be performed by any Person after the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall Closing will survive the Closing and will continue in full force and effect for a period from the date hereof until 60 days after the later of the expiration of the applicable statutes respective term of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained in this Agreement shall survive the Closing Date until fully performed or satisfied such covenant and for the period ending on the date that is thirty the (301) days after year anniversary from the expiration of Closing Date (the applicable statute of limitations (after giving effect date on which a representation, warranty, covenant, or agreement expires pursuant to any waiverthe foregoing, modification, tolling or extension thereofthe “Survival Date”). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party anything to the breaching Party contrary herein, if a claim for indemnification is made on or prior to the expiration of any applicable survival period Survival Date on which a representation, warranty, covenant, or agreement expires, then the applicable claim shall survive until finally such claim is resolved. For the avoidance of doubt, the Parties agree settled, adjudicated and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party satisfied pursuant to this Article X must be brought or filed prior to the expiration of the applicable survival periodterms hereof.

Survival of Representations, Warranties, Covenants and Agreements. All of the representations and warranties of Sellers and Purchasers made by each Party in this Agreement and Agreement, the other Transaction Documents Ancillary Agreements, or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list delivered by any such Party pursuant hereto shall survive the Closing Date for a period of fifteen until the date that is twenty four (1524) months after following the Closing Date (the “Expiration Date”); provided, except that: (a) however, that (i) the representations and warranties set forth in Sections 4.14, 4.18, 4.20, 4.27, 5.10, 5.11 and 5.12 shall survive the Closing until 30 days after the expiration of Sellers contained in Section 5.1 their applicable statutes of limitations (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisorsincluding extensions thereof) and (ii) the representations and warranties of Purchasers contained in Section 6.1 Sections 4.1, 4.2, 4.3, 4.5(a) (Organization and Good Standingfirst sentence only), Section 6.2 (Authorization of Agreement4.5(b), 4.29, 4.30, 4.31, 4.32, 5.1, 5.2, 5.3, 5.5, and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) 5.15 shall survive the Closing indefinitely indefinitely. The covenants and (b) agreements of the representations and warranties of Sellers contained Parties hereto set forth in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) 9.8 shall survive the Closing until 60 30 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension including extensions thereof). The , and all other covenants or other and agreements contained of the Parties hereto in this Agreement Agreement, the Ancillary Agreements, or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list delivered by any such Party pursuant hereto, shall survive the Closing Date until fully such covenants and agreements are performed or satisfied discharged in full in accordance with their terms. A Party’s right to indemnification or other remedies based upon the representations, warranties, covenants and for agreements of the period ending on the date that is thirty (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration of any applicable survival period shall survive until finally resolved. For the avoidance of doubt, the other Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and Agreement, the Ancillary Agreements, or in any claim brought attachment, Exhibit, the Disclosure Schedule, certificate, document or list delivered by any such Party pursuant hereto, shall not in any way be affected by any investigation or knowledge of such Party or any waiver by such Party of any condition based on the accuracy of any representation or warranty, or compliance with any covenant or agreement. Such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that a Party knew or should have known that any representation or warranty might be inaccurate or that the other Parties failed to comply with any agreement or covenant. Any investigation by such Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder. The termination of the representations, warranties, covenants and agreements provided in this Article X must Agreement, the Ancillary Agreements, or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list delivered by any such Party pursuant hereto, shall not affect the rights of a Party in respect of any Claim (including the rights and remedies set forth in Section 9.4), provided that such Claim shall be brought made in a writing received by the Seller (in the case of a Claim made by a Buyer Party) or filed received by the Buyer (in the case of a Claim made by a Seller Party) prior to the expiration of the applicable survival periodperiod provided in this Section 9.3 (whether or not formal legal action shall have been commenced based upon such Claim), in which case the representations, warranties, covenants or agreements that are the subject of such Claim shall survive with respect to such Claim until such Claim is finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. All representations and warranties Subject to the last three (3) sentences of Sellers and Purchasers in this Agreement Section 9.1 and the other Transaction Documents shall survive the Closing Date for a period provisions of fifteen (15) months after the Closing DateSection 2.7, except that: (a) (i) the representations and warranties of Sellers contained in Section 5.1 (Organization the Seller and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement)Shareholder on the one hand, and Section 6.4 (Financial Advisors) (collectivelythe Purchaser on the other hand, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained in this Agreement shall survive until the second anniversary of the Closing Date until fully performed or satisfied Date, except that the representations and for the period ending on the date that is thirty (30) days after the expiration warranties set forth in each of applicable statute of limitations (after giving effect to any waiverSection 3.9, modificationSection 3.17, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration of any applicable survival period Section 3.20 and Section 3.25 shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed prior to the expiration of the statute of limitations applicable survival periodto the subject matter addressed thereunder. The covenants and agreements of the Seller and the Shareholder on the one hand, and of the Purchaser on the other hand, contained in this Agreement will survive the Closing until, by their own respective terms, they have been fully performed. Any representation, warranty, covenant or agreement that would otherwise terminate in accordance with this Article 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 10 on or prior to the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any breach of 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 Seller or the Shareholder in this Agreement or any written information furnished or caused to be furnished by the Seller or the Shareholder to the Purchaser that is incorporated in, or is the basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with any Purchaser Financing Transaction shall survive until the expiration of all applicable statutes of limitations regarding claims brought by investors in such Purchaser Financing Transaction alleging material misstatements or omissions in such documents.

Survival of Representations, Warranties, Covenants and Agreements. All The representations and warranties of Sellers made by Seller and Purchasers in this Agreement and the other Transaction Documents shall survive the Closing Date for a period of fifteen (15) months after the Closing Date, except that: (a) (i) the representations and warranties of Sellers contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained Buyer in this Agreement shall survive the Closing Date until fully performed (and claims based upon or satisfied arising out of such representations and warranties may be asserted at any time before) the first anniversary of the Closing Date, except for (i) representations and warranties contained in Section 4.1 (Organization of Seller), Section 4.2.1 (Authority), Section 4.14 (Personal Property), Section 5.1 (Organization of Buyer), and Section 5.2.1 (Authority), each of which shall survive indefinitely, (ii) Section 4.8 (Environmental Matters), which shall survive for a period of three (3) years following the period ending on the date that is thirty Closing Date, and (30iii) Section 4.17 (Taxes) and Section 4.11 (Employee Benefits), each of which shall serve until 90 days after following the expiration of the applicable statute of limitations limitations. 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 no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Agreement after the Survival Period with respect to such representation or warranty. The covenants and agreements of the parties hereto in this Agreement shall survive the Closing without any contractual limitation on the period of survival (after giving effect except to any waiverthe extent, modificationif any, tolling that a specific survival period is otherwise expressly set forth herein in connection with the applicable covenant or extension thereofagreement). Notwithstanding The termination of the foregoing, any claims asserted representations and warranties provided herein shall not affect a party in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration respect of any applicable survival period shall survive until finally resolved. For claim made by such party in reasonable detail in a writing received by the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed indemnifying party prior to the expiration of the applicable survival periodSurvival Period provided herein.

Survival of Representations, Warranties, Covenants and Agreements. All representations and warranties Subject to the provisions of Sellers and Purchasers in this Agreement and the other Transaction Documents shall survive the Closing Date for a period of fifteen (15) months after the Closing DateARTICLE IX, except that: (a) (i) the representations and warranties of the Company and the Sellers contained in Section 5.1 (Organization ARTICLE III and Good Standing), Section 5.2 (Capitalization ARTICLE IV and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization those of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement)ARTICLE V, and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely covenants and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration agreements of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements Parties contained in this Agreement shall survive the Closing Date but shall terminate and be of no further force or effect on August 31, 2015, provided, however, that (a) the representations and warranties set forth in Section 3.1 [Organization and Authority], Section 3.2 [Authorization; Enforceability], Section 3.3(a) [Capitalization], Section 3.3(b) [Capitalization of other GMS Entities], Section 3.18 [Brokers], Section 4.1 [Authorization; Enforceability], Section 4.2 [Share Ownership], Section 5.1 [Organization], Section 5.2 [Authorization; Enforceability], and Section 5.5 [Brokers] (collectively, the “Fundamental Representations”) shall survive until fully performed or satisfied the expiration of the applicable statute of limitations, and for (c) the period ending on covenants of Sellers and Buyer set forth in Section 6.9 [Tax Matters] shall survive until the date that is thirty sixty (3060) days after the expiration of applicable statute the relevant statutory period of limitations applicable to the underlying claims, (d) the covenants and agreements of the Parties contained in ARTICLE VI of this Agreement (other than Section 6.9) shall survive the Closing until the last day on which such covenant or agreement is to be performed, provided that Section 6.5 shall survive Closing for no less than six (6) months after giving effect the Closing Date, and (e) each covenant and agreement in this ARTICLE IX shall survive for such period as is necessary to resolve any waiver, modification, tolling or extension thereof)claim properly made within the applicable time period set forth in this Section 9.1. No claims may be made by any Indemnified Party under this ARTICLE IX following the applicable survival period set forth in this Section 9.1. Notwithstanding the foregoing, any claims representation, warranty or covenant as to which a claim relating thereto is asserted in compliance herewith by notice from writing (which states with reasonable specificity the non- breaching Party to the breaching Party prior to the expiration of any basis therefor) in accordance with Section 9.3 during such applicable survival period shall survive shall, with respect only to such claim, continue in force and effect beyond such survival period until finally resolved. For the avoidance resolution of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable survival periodsuch claim.

Survival of Representations, Warranties, Covenants and Agreements. All The representations and warranties of Sellers made by Seller and Purchasers in this Agreement and the other Transaction Documents shall survive the Closing Date for a period of fifteen (15) months after the Closing Date, except that: (a) (i) the representations and warranties of Sellers contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained Buyer in this Agreement shall survive the Closing Date until fully performed (and claims based upon or satisfied arising out of such representations and warranties may be asserted at any time before) the first anniversary of the Closing Date, except for (i) representations and warranties contained in Section 5.1 (Organization of Seller), Section 5.2(a) (Authority), Section 5.14 (Personal Property), Section 6.1 (Organization), and Section 6.2(a) (Authority), which shall survive indefinitely, (ii) Section 5.8 (Environmental Matters), which shall survive for a period of five (5) years following the period ending on the date that is thirty Closing Date, and (30iii) Section 5.17 (Taxes) and Section 5.11 (Employee Benefits), which shall survive until ninety (90) days after following the expiration of the applicable statute of limitations limitations. 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 no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Agreement after the Survival Period with respect to such representation or warranty. The covenants and agreements of the parties hereto in this Agreement shall survive the Closing without any contractual limitation on the period of survival (after giving effect except to any waiverthe extent, modificationif any, tolling that a specific survival period is otherwise expressly set forth herein in connection with the applicable covenant or extension thereofagreement). Notwithstanding The termination of the foregoing, any claims asserted representations and warranties provided herein shall not affect a party in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration respect of any applicable survival period shall survive until finally resolved. For claim made by such party in reasonable detail in a writing received by the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed indemnifying party prior to the expiration of the applicable survival periodSurvival Period provided herein.

Survival of Representations, Warranties, Covenants and Agreements. All Subject to the limitations and other provisions of this Agreement, the representations and warranties of Sellers made by Seller and Purchasers Buyer in this Agreement and the other Transaction Documents shall survive the Closing Date for a period until (and claims based upon or arising out of such representations and warranties may be asserted at any time before) the fifteen (15) months after month anniversary of the Closing Date; provided, except that: however, that (a) (i) each of the representations and warranties of Sellers contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) Representations shall survive the Closing indefinitely and indefinitely, (b) the representations and warranties of Sellers contained in Section 5.11 4.17 (TaxesEnvironmental Matters) shall survive until the date that is three (together with 3) years immediately following the Closing Date, (c) the representations and warranties listed contained in clause (a)(iSections 4.13(a), the “Seller Fundamental Representations”4.13(b) and 4.13(c) (Benefit Plans) shall survive until the date that is five (5) years immediately following the Closing Date, and (d) the representations and warranties contained in Section 4.11 (Taxes) shall survive until 60 ninety (90) days after following the expiration of the applicable statutes statute of limitations limitations. Any covenants and agreements in this Agreement that by their terms are to be performed only during the pre-Closing period, including those in Section 6.1, shall terminate on the fifteen (after giving effect to any waiver, modification, tolling or extension thereof)15) month anniversary of the Closing Date. The other covenants or other and agreements contained of the Parties in this Agreement shall survive the Closing Date until fully performed or satisfied and for without any contractual limitation on the period ending on the date that is thirty of survival (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party except to the breaching Party prior to the expiration of any applicable survival extent, if any, that a period shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival periods is otherwise expressly set forth in such covenant or agreement or herein in connection with the applicable covenant or agreement). The period of time a representation or warranty or covenant or agreement survives the Closing pursuant to this Section 10.1 are contractual statutes 9.1 shall be the applicable “Survival Period” with respect to such representation or warranty or covenant or agreement. The obligation to indemnify pursuant to Section 9.2 shall terminate upon expiration of limitations and any the applicable Survival Period, unless an Indemnified Party shall have made a claim brought by any Party for indemnification pursuant to this Article X must be brought or filed IX prior to the expiration of the applicable survival periodSurvival Period. The termination of the applicable Survival Period for the representations and warranties or a covenant or agreement provided herein shall not affect a Party’s indemnification claim if such Party has made such claim in reasonable detail in writing and such written claim is received by the Indemnifying Party prior to the expiration of the applicable Survival Period. 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 applicable Survival Period with respect to such representation or warranty or covenant or agreement has expired.

Survival of Representations, Warranties, Covenants and Agreements. (i) All representations and warranties of the Sellers and Purchasers the Company contained in Article 4 of this Agreement and the other Transaction Documents shall will survive the Closing Date for a period the duration of fifteen the applicable Representation Survival Period; except that the representations and warranties in Section 4.1 (15Organization and Authority of the Company and Each Newly Granted Permittee to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4 (Title) months after and Section 4.30 (No Brokers) (collectively, the “Seller Fundamental Representations”) will survive the Closing DateDate indefinitely, except that: and the representations and warranties made in Section 4.9 (aTaxes) and Section 4.16 (Employee Benefit Plans) (icollectively, the “Tax and ERISA Representations” and together with the Seller Fundamental Representations, the “Seller Excluded Representations”) will survive the Closing Date until sixty (60) days following the expiration of all applicable statute of limitations (giving effect to any waiver, or extension thereof). Any claim made by Buyer for a breach of a representation or warranty by the Sellers or the Company contained in Article 4 of this Agreement must be delivered in writing by Buyer to Sellers’ Representative prior to the applicable expiration date set forth in this Section 9.1(a)(i). Any claim made by Buyer based on fraud in the giving of such representations and warranties will survive indefinitely. All of the representations and warranties of the 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 or its Representatives. All covenants and agreements made by the Sellers or the Company contained in this Agreement (including the obligation of the Sellers to convey the Company Interests to Buyer pursuant to Section 2.1, if required, the obligations of the Other Interest Holders to convey the Permittee Interests to the Company pursuant to Section 2.1, if required, and the indemnification obligations of the Sellers set forth in this Section 9.1) will survive the Closing Date until fully performed or discharged. (ii) All representations and warranties of Buyer contained in Article 5 of 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 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to AssetsAuthority; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of AgreementAuthorization; Binding Effect), and Section 6.4 5.6 (Financial AdvisorsNo Brokers) (collectively, the “Purchaser Fundamental Buyer Excluded Representations”) shall will survive the Closing indefinitely and (b) Date indefinitely. Any claim made by the Sellers for a breach of a representation or warranty by Buyer contained in Article 5 of this Agreement must be delivered in writing to Buyer prior to the above-referenced applicable expiration date. Any claim made by the Sellers based on fraud in the giving of such representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations will survive indefinitely. All covenants and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements made by Buyer contained in this Agreement shall (including the indemnification obligations of Buyer set forth in this Section 9.1) will survive the Closing Date until fully performed or satisfied discharged. (iii) Any written claim for breach of representation and for the period ending on the date that is thirty (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party to the breaching Party warranty delivered prior to the above-referenced applicable expiration of date to the Party against whom such indemnification is sought will survive thereafter and, as to any applicable survival period shall survive until finally resolved. For such claim, such expiration, if any, will not affect the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant rights to indemnification under this Article X must be brought or filed prior to the expiration 9 of the applicable survival periodParty making such claim.

Survival of Representations, Warranties, Covenants and Agreements. All representations Subject to the following two sentences, the representations, warranties, covenants and warranties agreements of Sellers the Company, the Signing Shareholders, Purchaser and Purchasers the Purchaser LLC’s made in or pursuant to this Agreement will survive the Initial and Second Closings. The representations, warranties, covenants and agreements of the Company and the other Transaction Documents shall Signing Shareholders contained in Articles III and V of this Agreement (including pursuant to the certificate delivered pursuant to Section 7.03) will survive only until the Closing Date for a period completion of fifteen eighteen (1518) months after the Initial Closing Dateand shall thereupon expire together with any right to indemnification for breach thereof, except that: that any (a) covenant to be performed after the Second Closing shall survive the Second Closing in accordance with its terms, (ib) representation, warranty, covenant or agreement that would otherwise terminate in accordance with this sentence will continue to survive until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article X if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given prior to the Cut-off Date in good faith based on facts reasonably expected to establish a valid claim under Article X on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article X, (c) the representations and warranties of Sellers the Company and the Signing Shareholders, as applicable, contained in Section 5.1 (Organization Sections 3.01, 3.02 and Good Standing)3.03 shall survive indefinitely, Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (iid) the representations representations, warranties, covenants and warranties agreements of Purchasers the Company contained in Section 6.1 (Organization Sections 3.08, 3.20 and Good Standing), Section 6.2 (Authorization of Agreement), 3.24 and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) Article IX shall survive the Closing indefinitely and until ninety (b90) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes relevant statute of limitations (after giving effect to limitations, including any waiver, modification, tolling or extension thereof)extensions. The representations, warranties, covenants or other and agreements of Purchaser and the Purchaser LLC’s contained in Articles IV and VI of this Agreement will survive only until the completion of eighteen (18) months after the Initial Closing and shall thereupon expire together with any right to indemnification for breach thereof, except that any (a) covenant to be performed after the Second Closing shall survive the Second Closing in accordance with its terms, and (b) 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 prior to the Cut-off Date in good faith based on facts reasonably expected to establish a valid claim under Article X, on or prior to such termination date, until fully performed the related claim for indemnification has been satisfied or satisfied otherwise resolved as provided in Article X and for (c) the period ending on representations, warranties, covenants and agreements of Purchaser and the date that is thirty Subsidiaries contained in Article IX shall survive until ninety (3090) days after the expiration of applicable the relevant statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration of any applicable survival period shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable survival periodlimitations.

Survival of Representations, Warranties, Covenants and Agreements. All representations and warranties of Sellers and Purchasers in this Agreement and the other Transaction Documents shall survive the Closing Date for a period of fifteen (15) months after the Closing Date, except that: (a) (i) the representations and warranties of Sellers contained Unless otherwise specified in Section 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and this Section 6.4 (Financial Advisors) (collectivelyor elsewhere in this Agreement, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties no provision of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained in this Agreement shall survive the Closing Date until fully performed or satisfied and the consummation of the transactions contemplated hereby. Except for claims based on fraud, all representations and warranties that are covered by the period ending indemnification agreements in Section 6.1(a) and Section 6.2(a) shall expire on the date that is thirty 12 months following the Closing Date, except that the representations and warranties set forth in Sections 2.1 (30Organization, Qualification and Corporate Power), 2.2 (Capitalization), 2.3 (Authorization), 2.9 (Tax Matters), 2.22 (Employee Benefits), 3.1 (Organization, Qualification and Corporate Power), 3.2 (Capitalization) days after and 3.3 (Authorization) shall survive the Closing for three years. Except for claims based on fraud, (i) all covenants and agreements that are covered by or set forth in the indemnification agreements in Sections 6.1(b) and 6.2(b) shall expire on the date that is 12 months following the Closing Date (except for claims based on intentional non-performance of such covenants or agreements, in which case such covenants and agreements shall survive until the date that is three years following the Closing Date), (ii) all covenants and agreements that are covered by or set forth in the indemnification agreements in Sections 6.1(c) and 6.1(d) shall expire on the date that is three years following the Closing and (iii) all claims under Section 6.1(e) shall expire on the date that is two years following the Closing. All matters described in this Section 6.4(a) that survive the expiration of applicable statute of limitations (after giving effect the initial 12-month escrow period are collectively referred to any waiverherein as the “Permitted Matters”; provided however, modification, tolling or extension thereof). Notwithstanding the foregoing, that any claims asserted in compliance herewith by notice pursuant to Section 6.1(e) shall not be considered Permitted Matters and shall be satisfied solely from the non- breaching Party Escrow Fund, including the $1,000,000 that shall remain in the Escrow Fund pursuant to the breaching Escrow Agreement for the period beginning on the 12-month anniversary of the Closing and ending on the 24-month anniversary of the Closing. (b) If an Indemnified Party prior delivers to the an Indemnifying Party, before expiration of any a representation, warranty, covenant or agreement either a Claim Notice based upon a breach of such representation, warranty, covenant or agreement, or an Expected Claim Notice based upon a breach of such representation or warranty, then the applicable survival period representation, warranty, covenant or agreement shall survive until finally resolved. For the avoidance of doubtuntil, but only for purposes of, the Parties agree and acknowledge that resolution of the survival periods matter covered by such notice. If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party. The rights to indemnification set forth in this Section 10.1 are contractual statutes Article VI shall not be affected by (i) any investigation conducted by or on behalf of limitations and an Indemnified Party or any claim brought knowledge acquired (or capable of being acquired) by any Party pursuant to an Indemnified Party, whether before or after the date of this Article X must be brought Agreement or filed prior the Closing Date, with respect to the expiration inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder or (ii) any waiver by an Indemnified Party of any closing condition relating to the applicable survival periodaccuracy of representations and warranties or the performance of or compliance with agreements and covenants.