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 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 and as of the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 shall survive until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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, except as otherwise expressly provided herein, shall survive the Closing in accordance with their terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and 5.3(b) shall terminate on the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in Sections 8.1(b) and 8.2, from and after the expiration of any such representation, warranty, covenant or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller 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 and as the other Transaction Documents shall survive the Closing and remain in full force (a) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration of the applicable statute of limitations (including extensions), with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing DateDate with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Seller Buyer or Buyer contained in this Agreement and the other Transaction Documents shall expire survive the Closing and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 a period of period of twenty-four (24) months following the Closing DateDate with respect to all other representations, warranties and covenants, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 shall survive until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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, except as any representation or warranty that would otherwise expressly provided herein, shall survive the Closing terminate in accordance with their terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(aclause (x) and 5.3(b(y) will continue to survive if a written notice of a breach thereof shall terminate on the Closing Date. Without limiting the foregoing, except solely as and have been timely given to the extent breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in Sections 8.1(b) and 8.2, from and after the expiration of any such representation, warranty, covenant or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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 agreementthis ARTICLE 7.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations representations, warranties, covenants and warranties agreements of Seller and IPH contained in ARTICLE III or made pursuant to this Agreement or in any certificate furnished pursuant to this Agreement shall survive in full force and effect until 12 months after the Closing Date (other than the representations and warranties of Buyer contained in ARTICLE IV are made only as of the date of this Agreement pursuant to Section 3.13, which shall be governed by Section 7.11), at which time they shall terminate (and as of the Closing Date. The representations and warranties of Seller no claims shall expire be made for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (iindemnification under Section 10.1(a)(i) Sections 3.15 and 3.25 shall survive until the third anniversary of the Closing Date, (iior Section 10.2(a)(i) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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, except as otherwise expressly provided herein, shall survive the Closing in accordance with their termsthereafter); provided, however, that the representation and warranties made pursuant to Section 3.14 shall survive in full force and effect until three (3) years after the Closing Date; provided, further, however, that the representations and warranties made in the first sentence of Section 3.1(a), Section 3.2(a), Section 3.3, Section 3.18, Section 4.1, Section 4.2, Section 4.4 and Section 4.6 (collectively, the “Fundamental Representations”) shall survive the Closing indefinitely; provided, further, that (a) the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and 5.3(b) shall terminate on that by their terms apply or are to be performed prior to the Closing Date. Without limiting , shall survive in full force and effect until 24 months after the foregoingClosing Date and (b) the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing Date, except solely as and to shall survive for the extent period provided in Sections 8.1(bsuch covenants and agreements, if any, or until fully performed. If written notice of a claim has been given in accordance with Section 10.4(a) and 8.2, from and after prior to the expiration of any the applicable representations, warranties, covenants or agreements, then the relevant representations, warranties, covenants or agreements shall survive as to such representationclaim, warranty, covenant or agreement of Seller, until such representation, warranty, covenant or agreement shall be of no 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 agreementhas been finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller the Sellers, the Company and Buyer contained in ARTICLE III this Agreement will survive the Closing (i) with respect to the Fundamental Representations and Warranties (except with respect to the representations and warranties contained in Sections 3.8(a)-(g), which shall survive until sixty (60) days following the expiration of the applicable statute of limitations) and the representations and warranties of Buyer contained in ARTICLE IV are made only as of the date of this Agreement Sections 5.1 and as of 5.3, in each case which shall survive until thirty six (36) months from the Closing Date. The ; and (ii) until twelve (12) months from the Closing Date in the case of all other representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on (other than the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (iSections 3.8(h)-(i) Sections 3.15 and 3.25 Section 4.14, which shall survive until sixty (60) days following the third anniversary expiration of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary applicable statute of the Closing Date and (iii) 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, except as otherwise expressly provided herein, shall survive the Closing in accordance with their termslimitations); provided, however, that any representation, warranty that would otherwise terminate in accordance with clause (i) or (ii) will continue to survive if a notice of a claim shall have been given under this Article 9 on or prior to such the covenants and agreements contained date on which it otherwise would terminate, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Sections 5.1this Article 9. Except as otherwise expressly provided in this Agreement, 5.2(a)for purposes of claims for indemnification under this Article 9, 5.3(aeach covenant hereunder to be performed on or prior to the Closing Date shall survive until twelve (12) and 5.3(b) shall terminate on months from the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in Sections 8.1(b) and 8.2, from and after the expiration of any such representation, warranty, covenant or agreement of Seller, such representation, warranty, covenant or agreement shall be of no further force or effect, and Buyer each covenant hereunder to be performed following the Closing 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 survive in or breach of, or any breach of any obligation in respect of, or any other claim accordance with respect to, such representation, warranty, covenant or agreementits terms until fully performed.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of the Purchaser (awhether or not exercised) The to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of Seller another party contained in ARTICLE III this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and the Purchaser, on the other hand, 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 the Company and the Purchaser contained in this Agreement will survive the Closing (a) indefinitely with respect to the covenants and agreements herein and the representations and warranties of Buyer contained in ARTICLE IV are made only as of the date of this Agreement Sections 3.1, 3.2, 3.3, 3.4 and as of the Closing Date. The representations 3.10 and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations 4.1 and warranties contained in 4.4 and (ib) Sections 3.15 and 3.25 shall survive until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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 all other representations and agreements contained in this Agreementwarranties, except as that any representation or warranty that would otherwise expressly provided herein, shall survive the Closing terminate in accordance with their terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(aclause (b) above will continue to survive if a Claim Notice (as defined below) or Indemnity Notice (as defined below), 5.3(a) and 5.3(b) as applicable, shall terminate have been timely given under Article IX on or prior to such termination date, until the Closing Date. Without limiting the foregoing, except solely related claim for indemnification has been satisfied or otherwise resolved as and to the extent provided in Sections 8.1(b) and 8.2Article IX, from and after the expiration of any such representation, warranty, covenant or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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 but only with respect to, to matters described in such representation, warranty, covenant Claim Notice or agreementIndemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Jan Xxxx (axxether or not exercised) The representations and warranties to investigate the affairs of Seller contained in ARTICLE III and the Company, 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 Buyer the other party contained in ARTICLE IV are made only as of the date of this Agreement and as or the waiver of any provision hereof, the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard TimeCompany, on the date that is 18 months following one hand, and Jan Xxxx, xx the other hand, 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 the Company and Jan Xxxx xxxtained in this Agreement (a) will survive the Closing DateDate with respect to the covenants contained in Sections 4.03, except that Seller's 4.04, and 4.10 hereof for the time periods indicated in such sections, (b) will expire on the Closing Date with respect to the representations and warranties contained in Sections 2.07, 2.13, 2.15, 2.16, 2.18, 2.20, 2.21, 2.23, 2.24, 2.25, 2.27, and 2.28 hereof (ic) Sections 3.15 and 3.25 shall will survive the Closing Date until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth second anniversary of the Closing Date and (iii) 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 all other representations and agreements contained warranties and any covenant or agreement to be performed in this Agreement, except as otherwise expressly provided herein, shall survive whole or in part on or prior to the Closing in accordance with their terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and 5.3(b) shall terminate on subsequent to the Closing Date. Without limiting , claims by or on behalf of Jan Xxxx xxxerting the foregoing, except solely as and to the extent provided in Sections 8.1(b) and 8.2, from and after the expiration breach of any such representation, warranty, warranty covenant or agreement of Seller, such representation, warranty, covenant or agreement shall that survives the Closing Date pursuant to this Article VI may be of no further force or effect, brought only in accordance with the Joinder Agreements 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 agreementthe arrangements contemplated thereby.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller Subject to the provisions contained in ARTICLE III and Section 11.7, the representations and warranties of Buyer contained in ARTICLE IV are made only as of Articles 1, 3 and 4 or in any Schedule or Exhibit shall survive the date execution and delivery of this Agreement and as consummation of the Closing Date. The representations and warranties transactions provided for in this Agreement until the second anniversary of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Transfer Date, except notwithstanding any investigation heretofore or hereafter made by or on behalf of the respective Parties; provided, however, that Seller's the representations and warranties contained in Section 3.6(d) (iEnvironmental Matters) Sections 3.15 and 3.25 shall survive until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date Transfer Date, the representations and (iii) Sections 3.1, 3.2, 3.7 and 3.17(awarranties contained in Section 3.6(e) (Survey Matters), Section 3.6(f) (Real Estate Liens and Encumbrances) and Section 3.18 (Taxes) shall survive until the expiration of the applicable statute of limitations, and the representations and warranties contained in Section 3.5 (Absence of Liens and Encumbrances) which may be made at any time, Section 11.1(b) which may be made at any time, Section 11.1(c) which may be made at any time (other than claims with respect only to clause (i) Taxes, which must be made prior to the expiration of the second sentence thereofapplicable statute of limitations), and Sections 11.1(e), (f), (g), Sections 11.2(b), (c), (e) shall not expireor (f), which may be made at any time. The covenants and agreements contained in this Agreement, except as otherwise expressly provided herein, hereunder that contemplate performance after the Transfer Date shall survive the Closing execution and delivery of this Agreement and consummation of the transactions provided for in this Agreement and shall continue until all obligations with respect thereto shall have been performed or shall have been terminated in accordance with their terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and 5.3(b) shall terminate on the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in Sections 8.1(b) and 8.2, from and after the expiration of any such representation, warranty, covenant or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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.

Survival of Representations, Warranties, Covenants and Agreements. (a) The All representations and warranties of Seller contained and all covenants and obligations set forth in ARTICLE III this Agreeinent shall terminate at the Effective Time (the "Expiration Date") and the representations and warranties of Buyer contained in ARTICLE IV are made only as of the date of this Agreement and as of the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 Effective Time no party hereto shall survive until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) Sections 3.1, 3.2, 3.7 and 3.17(a) (have any recourse with respect only to clause (i) of the second sentence thereof) shall not expire. The covenants and agreements contained in this Agreement, except as otherwise expressly provided herein, shall survive the Closing in accordance with their terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and 5.3(b) shall terminate on the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in Sections 8.1(b) and 8.2, from and after the expiration any breach of any such representation, warranty, covenant or agreement obligation, except that the covenants and obligations of Sellerthe Parties in this Agreement all or a portion of which are to be performed at or after the Closing shall survive the Closing in accordance with the terms thereof (and, if no term is specified, shall survive the Closing for the maximum period permitted by applicable Law (including 10 Del. C. 8106(c))). Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties hereto, to the extent permitted by applicable Law, that the Expiration Date supersede any applicable statutes of limitations with respect to the applicable representations and warranties, covenants and obli ations. The covenants and a eements of the Securi holders set forth in Sections 7.2 a and 7.2(b) below shall survive the Closing until the date that is two (2) years after the Closing Date; provided, that to the extent any Parent Indemnified Party delivers a notice of a claim in accordance with Section 7.3(a) (Claims - Notice) on or prior to the survival date, such representation, warranty, covenant or agreement covenants and agreements shall be of no further force or effect, continue 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 survive beyond such date solely in respect ofof such claim, or any other until such claim has been resolved in accordance with respect to, such representation, warranty, covenant or agreementthe provisions hereof.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of the Purchaser (awhether or not exercised) The representations to investigate the affairs of the Shareholders or the Company (whether pursuant to Section 5.1 or otherwise) or a waiver by the Purchaser of any condition to Closing set forth in Article 6, the Purchaser shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller the other party contained in ARTICLE III and this Agreement or in any instrument delivered pursuant to this Agreement. Except for the representations and warranties set forth in Sections 2.2, 2.3(a), 2.11, 2.14, 2.19, and 2A.1 (which shall survive the Closing and continue until the applicable statute of Buyer contained in ARTICLE IV are made only as limitations has expired), all of the date of this Agreement and as of the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and continue until the third anniversary of the Closing (the “Expiration Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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, except as otherwise expressly provided herein, shall survive the Closing in accordance with their terms”); provided, however, that all of the covenants representations and agreements warranties made by the Company contained in Sections 5.1this Agreement or in any instrument delivered pursuant to this Agreement shall expire upon the Closing. For the avoidance of doubt, 5.2(a)each provision of Article 1 and all corresponding Schedules shall survive until the satisfaction of all obligations described therein, 5.3(a) and 5.3(b) each provision of Article 9 and Article 10 shall terminate on the Closing Datesurvive so long as it is relevant to any other surviving provision. Without limiting the foregoingNo Action or Proceeding may be instituted to enforce, except solely as and or seek damages or other remedies with respect to the extent provided in Sections 8.1(b) and 8.2, from and breach of any representation or warranty after the expiration of any the period of survival for such representation, warranty, covenant representation or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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 agreementwarranty as described above.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller the Parties contained in ARTICLE III and herein shall not survive the Closing; provided, however, that (i) the representations and warranties of Buyer the Sellers contained in ARTICLE IV are made only Section 3.8 (Taxes) shall survive as of provided in Section 6.2, (ii) the date of this Agreement and as of the Closing Date. The representations and warranties of Seller the Sellers contained in Section 3.6 (Absence of Undisclosed Liabilities; Special Purpose Entities), shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following survive the Closing Date, except that Seller's for a period of twelve (12) months and (iii) the representations and warranties contained in (iSections 3.1(b), 3.1(c), 3.9, 3.16(a) Sections 3.15 and 3.25 3.16(c) shall survive until the third anniversary of the Closing Dateindefinitely. All covenants and agreements set forth in Article I, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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 any covenants and agreements contained in this AgreementAgreement that contemplate or provide for any rights, except as otherwise expressly provided hereinobligations or actions of any Party after the Closing, shall survive the Closing until 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 the Sellers or the Buyer may be made following the termination of the applicable survival period; provided, however, it being understood that in the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and 5.3(b) event notice of any claim for indemnification under Section 9.1 shall terminate have been given on the Closing Date. Without limiting the foregoing, except solely as and or prior to the extent provided in Sections 8.1(b) and 8.2, from and after the expiration of any the applicable survival period, the representations and warranties that are the subject of such representation, warranty, covenant or agreement indemnification claim shall survive until such time as such claim is finally resolved and a claim that was otherwise timely made shall not thereafter be barred by the expiration of Seller, such representation, warranty, covenant or agreement shall be of no 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 agreementthe survival period.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Parent, Merger Sub or the Company (awhether or not exercised) The to investigate the affairs of Parent, Merger Sub or the Company (whether pursuant to Section 5.3 or otherwise) or a waiver by Parent, Merger Sub or the Company of any condition to Closing set forth in Article 6, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement or in any instrument delivered pursuant to this Agreement. Except for the representations and warranties set forth in Section 2.17 (which shall survive the Merger and continue until the eighteen-month anniversary of Seller contained in ARTICLE III the Closing Date) and the representations and warranties set forth in Section 2.11(a) (which shall survive the Merger and continue until the applicable statute of Buyer contained in ARTICLE IV are made only as limitations has expired), all of the date of this Agreement and as of the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger and continue until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth one-year anniversary of the Closing Date (the “Expiration Date”). For the avoidance of doubt, each provision of Article 1 and (iii) Sections 3.1all corresponding Schedules shall survive until the satisfaction of all obligations described therein, 3.2and each provision of Article 9 and Article 10 shall survive so long as it is relevant to any other surviving provision. No action or proceeding may be instituted to enforce, 3.7 and 3.17(a) (or seek damages or other remedies with respect only to clause (i) of the second sentence thereof) shall not expire. The covenants and agreements contained in this Agreement, except as otherwise expressly provided herein, shall survive the Closing in accordance with their terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and 5.3(b) shall terminate on the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in Sections 8.1(b) and 8.2, from and breach of any representation or warranty after the expiration of any the period of survival for such representation, warranty, covenant representation or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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 agreementwarranty as described above.

Survival of Representations, Warranties, Covenants and Agreements. (aEach party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement or in any certificate delivered pursuant to Section 6.02(a) The or Section 6.03(a) of this Agreement. All representations and warranties of Seller contained in ARTICLE III the Shareholders, all covenants and agreements of the Shareholders that by their terms are to be performed on or prior to either Closing Date, all representations and warranties of Buyer and all covenants and agreements of Buyer that by their terms are to be performed on or prior to either Closing Date that are contained in ARTICLE IV are made only as of the date of this Agreement or in any certificate delivered pursuant to this Agreement shall survive each Closing and as of the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m.continue until December 15, Eastern Standard Time, on the date that is 18 months following the Closing Date2012, except that Seller's the representations and warranties contained in (i) Sections 3.15 2.04, 2.08(b), 2.15, 2.19, 2.20 and 3.25 2.21 shall survive until the third anniversary of the AECsoft Closing Date, (ii) Date and the representations and warranties contained in Section 3.16 2.16 shall survive until the fifth anniversary ninetieth (90th) day following the expiration of all statutes of limitations applicable to the Closing Date and (iii) Sections 3.1, 3.2, 3.7 and 3.17(a) (with respect only to clause (i) of the second sentence subject matter thereof) shall not expire. The covenants and agreements contained in this Agreement, except as otherwise expressly provided herein, shall survive the Closing in accordance with their terms; provided, however, that if, at any time prior to the covenants applicable expiration date for any representation and agreements warranty, (i) any Buyer Indemnified Party (as defined below) delivers a written notice asserting a claim for recovery under Section 7.02 with respect to such representation and warranty or (ii) any Shareholder Indemnified Party (as defined below) delivers a written notice asserting a claim for recovery under Section 7.03 with respect to such representation and warranty, then such representation and warranty shall survive the expiration date until such time as such claim is fully and finally resolved. The representations and warranties contained in Sections 5.12.04, 5.2(a2.08(b), 5.3(a) 2.15, 2.16, 2.19, 2.20 and 5.3(b) shall terminate on 2.21 are referred to herein collectively as the Closing Date. Without limiting the foregoing, except solely as and to the extent provided in Sections 8.1(b) and 8.2, from and after the expiration of any such representation, warranty, covenant or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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“Fundamental Representations”.

Survival of Representations, Warranties, Covenants and Agreements. (a) The All of the representations and warranties of Seller 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 and as of the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 shall survive until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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, except as otherwise expressly provided hereinany 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 in accordance with their termsuntil, 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 covenants representation and agreements warranties of Seller contained in Sections 5.1, 5.2(a(i) Section 3.01(a) (Organization of the Target Companies), 5.3(aSection 3.02 (Authorization of Transaction; Binding Effect) and 5.3(bSection 3.04 (Capitalization; Subsidiaries) (collectively, the “Fundamental Representations”) shall survive the Closing until, and shall terminate on the Closing expiration of the applicable statute of limitations (the “Fundamental Rep Survival Date. Without limiting the foregoing, except solely as and to the extent provided in Sections 8.1(b”) and 8.2(ii) Section 3.11 (Tax Matters) and Section 3.17 (Employee Benefits) will survive the Closing until, from 65 and after shall terminate on, the date that is thirty (30) calendar days following the expiration of any such representation, warranty, covenant or agreement the applicable statute of Seller, such representation, warranty, covenant or agreement shall be of no 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 agreementlimitations (the “Extended Rep Survival Date”).

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of the Purchasers (awhether or not exercised) The representations to investigate the affairs of the Sellers or the Company (whether pursuant to Section 5.1 or otherwise) or a waiver by the Purchasers of any condition to Closing set forth in Article 6, the Purchasers shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller the other party contained in ARTICLE III this Agreement or in any instrument delivered pursuant to this Agreement. The indemnification obligations of the Sellers in Section 7.2 insofar as such indemnification obligations relate to tax or labor matters shall survive the Closing and continue until the fifth (5th) anniversary of the Closing, and all of the other indemnification obligations of the Sellers in Section 7.2 and of the Purchasers and the representations and warranties of Buyer contained Company in ARTICLE IV are made only as of the date of this Agreement and as of Section 7.3 shall survive the Closing Date. The representations and warranties of Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 shall survive continue until the third (3rd) anniversary of the Closing (the “Expiration Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) 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, except as otherwise expressly provided herein, shall survive the Closing in accordance with their terms”); provided, however, that all of the covenants representations and agreements warranties made by the Company contained in Sections 5.1this Agreement or in any instrument delivered pursuant to this Agreement shall expire upon the Closing. For the avoidance of doubt, 5.2(a)each provision of Article 1 and all corresponding sections of the Company Disclosure Schedule shall survive until the satisfaction of all obligations described therein, 5.3(a) and 5.3(b) each provision of Article 9 and Article 10 shall terminate on the Closing Datesurvive so long as it is relevant to any other surviving provision. Without limiting the foregoingNo Action or Proceeding may be instituted to enforce, except solely as and or seek damages or other remedies with respect to the extent provided in Sections 8.1(b) and 8.2, from and breach of any representation or warranty after the expiration of any the period of survival for such representation, warranty, covenant representation or agreement of Seller, such representation, warranty, covenant or agreement shall be of no 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 agreementwarranty as described above.