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

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties and all covenants and agreements to be performed on or prior to the Closing Date set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (a) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and warranties and all covenants and agreements to be performed on or prior to the Closing Date set forth in this Agreement contained herein shall survive the execution Closing for twelve (12) months after the Closing Date; provided that: (i) the representations and delivery of this Agreement warranties contained in Section 3.01(a) (Existence), Section 3.01(b) (Authority), Section 3.01(g) (Brokers), Section 3.01(i)(i), Section 3.01(i)(ii), Section 3.01(i)(v), and Section 3.01(i)(ix) (Company and the consummation of Acquired Companies), Section 3.02(a) (Existence), Section 3.02(b) (Authority) and Section 3.02(h) (Brokers) (collectively, the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival DateFundamental Representations”) and shall thereafter be of no further force or effect: survive the Closing for five (a5) years after the Closing Date; (ii) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage3.01(k) (each individually, a “Parent Fundamental Representation”Taxes) shall survive the Closing until the fourth anniversary of the Closing Date; thirty (b30) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; providedTax statute of limitations. The indemnity obligations of Seller pursuant to Section 6.01(b) shall survive until (A) as to item 1 in Schedule 6.01, however, that any indemnity claim (but solely such claim) described in right of a written notice received by the indemnifying Party prior to the expiration counterparty of the applicable time limitations set forth Project Company to receive Delay Damages has expired or been terminated and (B) as to item 2 in Section 7.01(a)Schedule 6.01, Section 7.01(b)until the Tax Equity Guaranty has expired or been terminated and any claims thereunder are fully and finally resolved and no longer subject to appeal or rehearing. The other covenants, Section 7.01(c), Section 7.01(d) agreements and Section 7.01(e) above obligations in this Agreement to be performed shall survive until the date on which they have been fully performed. No claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 6.04(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 6 shall survive with respect to such claim until such claim is fully finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties and all Notwithstanding any right of the Purchasers (whether or not exercised) 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 agreements to be performed on or prior to of the Closing Date set forth other party contained in this Agreement shall survive the execution and delivery of or in any instrument delivered pursuant to this Agreement and the consummation Agreement. The indemnification obligations of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (a) the representations and warranties Sellers in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title 7.2 insofar as such indemnification obligations relate to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) tax or labor matters shall survive the Closing and continue until the fourth 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 Company in Section 7.3 shall survive the Closing and continue until the third (3rd) anniversary of the Closing (the “Expiration Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans”), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received all of the representations and warranties made by the indemnifying Party prior Company contained in this Agreement or in any instrument delivered pursuant to this Agreement shall expire upon the Closing. For the avoidance of doubt, each provision of Article 1 and all corresponding sections of the Company Disclosure Schedule shall survive until the satisfaction of all obligations described therein, and 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, or seek damages or other remedies with respect to the breach of any representation or warranty after the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolvedperiod of survival for such representation or warranty as described above.

Survival of Representations, Warranties, Covenants and Agreements. The All representations and warranties and all covenants and agreements to be performed on or prior to the Closing Date set forth contained in this Agreement shall survive survive, and thus a claim may be brought in respect of a breach thereof, until the execution and delivery of this Agreement day that is twenty-four (24) months after the Closing Date (the “Expiration Date”); provided, however, that: (a) the Fundamental Seller Representations and the consummation of Fundamental Purchaser Representations shall survive indefinitely after the transactions contemplated hereby as follows Closing Date; (such date, with respect to each subsection below, b) the representations and warranties contained in Section 3.18 (Environmental Matters) shall survive until the day that is referred to herein as its “Survival five (5) years after the Closing Date”) ; and shall thereafter be of no further force or effect: (ac) the representations and warranties in Section 3.01 9.1 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (CapitalizationTaxes) and Section 4.23 3.19 (Brokerage), (each individually, a “Employee 56 NTD: To be modified as relevant for the particular Project. 57 NTD: Seller Fundamental Representation”), to provide the calendar year that is no more than four calendar years after the calendar year during and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”Employee Benefits Matters) shall survive the Closing until the fourth anniversary of the Closing Date; day that is sixty (b60) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following after the expiration of the applicable statute of limitations (including giving effect to any extensions or waivers or extensions thereof agreed to by Parentthereof); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all . The covenants and agreements contained in this Agreement shall survive the Closing for the term specifiedsurvive, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no and thus a claim for indemnification hereunder may be made after brought in respect of a breach thereof, until the expiration day that is twenty-four (24) months following the last day of the applicable Survival Dateperiod for which such covenant or agreement is required to be performed or, if no such period is set forth herein, until the day that is twenty-four (24) months following the last day such covenant or agreement is fully performed; provided, however, that any indemnity claim the covenants and agreements contained in: (but solely such claimx) described in a written notice received by the indemnifying Party prior to the expiration Section 2.1.2 (Assignment and Assumption of the applicable time limitations set forth in Section 7.01(aProject Contracts), Section 7.01(b2.1.4(a) (Excluded Liabilities), Section 7.01(c2.1.4(b) (Assumed Liabilities), Section 7.01(dARTICLE X (Survival Periods, No Other Representations), ARTICLE XI (Dispute Resolution) and ARTICLE XII (Limited Remedies and Damages), shall survive indefinitely after the Closing Date; (y) ARTICLE IX (Tax Matters) and Section 7.01(e13.6 (Confidentiality) above shall be governed solely by the terms therein; and (z) ARTICLE VIII shall survive until the claim is fully resolvedClosing in accordance with its terms.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer (whether or not exercised) to investigate the affairs of any of Target or the Shareholders or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date with respect to all other representations and warranties and all covenants and agreements any covenant or agreement to be performed in whole or in part on or prior to the Closing Date set forth in this Agreement shall survive and (c) until sixty (60) calendar days after the execution and delivery expiration of this Agreement and the consummation all applicable statutes of the transactions contemplated hereby as follows limitation (such dateincluding all periods of extension, whether automatic or permissive) with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (a) the representations and warranties contained in Section 3.01 Sections 3.13 (OrganizationEmployee Matters), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to the extent relating to ERISA matterssuch Sections) and each other covenant or agreement contained in this Agreement, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (including any waivers b) or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 above will continue to survive if a Claim Notice or Indemnity Notice (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirementsas applicable) shall survive the Closing have been timely given under Article 10 hereof on or prior to such termination date, until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no related claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (has been satisfied or otherwise resolved as provided in Article 10 hereof but solely such claim) only with respect to matters described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolvedClaim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers and Purchaser 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 Sellers and Purchaser contained in this Agreement will survive the Closing (a) indefinitely with respect to (i) the representations and warranties contained in Sections 2.02, 2.04, 2.05 (but only insofar as it relates to the capital stock of the Subsidiaries), 2.24, 2.33, 3.02 and 3.08 and (ii) the covenants and agreements contained in Sections 1.05, 4.09, 14.03 and 14.05; (b) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by (i) Section 2.13 and Article VIII, (ii) (insofar as they relate to ERISA or the Code) Section 2.16 and Article IX and (iii) Section 2.26; (c) until the second anniversary of the Closing Date in the case of all other representations and warranties and all covenants and agreements any covenant or agreement to be performed in whole or in part on or prior to the Closing Date set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows or (such date, d) with respect to each subsection belowother covenant or agreement contained in this Agreement, until sixty (60) days following the last date on which such covenant or agreement is referred to herein as its “Survival Date”) and shall thereafter be of performed or, if no further force such date is specified, indefinitely; provided that any representation, warranty, covenant or effect: agreement that would otherwise terminate in accordance with clause (a) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerageb), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; or (d) all other representations and warranties above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall survive the Closing have been timely given under Article XI on or prior to such termination date, until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no related claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described has been satisfied or otherwise resolved as provided in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolvedArticle XI.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties included or provided for (x) in Sections 3.5 through 3.11, and all covenants Sections 3.16 (except for the last sentence of Section 3.16 (Property and agreements to be performed on or prior to the Closing Date set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is Leases) referred to herein as its “Survival Date”in (bb) and shall thereafter be of no further force or effect: (abelow) the representations and warranties in through Section 3.01 (Organization)3.20, Section 3.02 (Authorization; Valid 4.2 and Binding Agreement)Sections 4.4, Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid 4.6 and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) 4.8 herein shall survive the Closing until the fourth anniversary 120th day following the end of the Closing Date; first full calendar year after the Closing, (by) the representations and warranties in Section 4.09 3.12 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, herein shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed thereof) with respect to by Parent); such matters and shall expire at such time,(z) in Sections 3.13 (c) the representations and warranties in Section 4.06 (Financial StatementsLabor Matters), Section 4.07 3.14 (LiabilitiesEmployee Benefits) and Section 4.19 3.15 (Compliance with Legal RequirementsEnvironmental Matters) shall survive the Closing until the 18-month fourth anniversary of the Closing Date; Date and shall expire at such time, (daa) all other representations in Sections 3.1 (Organization and warranties 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), 3.22 (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 12-month anniversary 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 Closing Date; and (e) all applicable survival period, the representations and warranties that are the subject of such indemnity claim shall survive until such claim is finally resolved. The covenants and other agreements contained in this Agreement shall survive the Closing for until the term specified, if specified, date or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after dates specified therein or the expiration of the applicable Survival Date; providedstatute of limitations (including any waivers or extensions thereof) with respect to such matters, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior whichever is later. Except with respect to the expiration representations and warranties contained in Sections 3.21 (Brokers and Finders), 3.3 (Capitalization of the applicable time limitations set forth in Section 7.01(aCompanies), Section 7.01(b3.4 (Subsidiaries of the Companies; Minority Interests), Section 7.01(c3.5(e) (Financial Statements - Metrocom), Section 7.01(d3.12 (Tax Matters) and Section 7.01(e3.20 (Ability to Conduct Business), in no event shall Seller be liable to Buyer for any breach of the representations or warranties included or provided for herein or in any other document delivered pursuant to this Agreement, unless and until all claims for which Losses are recoverable by Buyer exceed $25,500,000 (twenty five million five hundred thousand dollars) above (the "Deductible") and Seller shall survive until be liable only for the claim is fully resolvedamount by which all such recoverable Losses exceed the Deductible. In addition, (x) except for breaches of (1) Sections 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies), 3.5(e) (Financial Statements - Metrocom), 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 $637,500,000 (six hundred thirty seven million five hundred thousand dollars) (the "Limit").

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties and all representations, warranties, covenants and agreements to be performed on or prior to of the Sellers and Purchasers contained in 111 this Agreement will survive the Closing Date set forth in this Agreement shall survive the execution and delivery (a) without contractual limitation of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, time with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (ai) the representations and warranties contained in Section 3.01 (OrganizationSections 4.01, 4.02, 4.03, 4.04, 4.11, the first sentence of 4.15(b), Section 3.02 (Authorization; Valid and Binding Agreementthe first sentence of 4.16, the second sentence of 4.17(a), Section 3.03 4.28, the Tax-related representations of Sellers set forth in Annex B and Sections 5.01, 5.02, 5.06 and 5.07 and (Title to Company Common Stock)ii) the representations, Section 3.10 (Brokerage)warranties, Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid covenants and Binding Agreement), Section 4.05 (Capitalizationagreements contained in Sections 6.05(c) and Section 4.23 (Brokerage)6.20 and Article XII, (each individually, a “Seller Fundamental Representation”), and b) until the three year anniversary of the Closing Date with respect to the representations and warranties contained in Section 5.01 (Organization)4.22, Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18twenty-four month anniversary of the Closing Date; Date with respect to the representations and warranties contained in Sections 4.20 and 4.27, (d) all other representations and warranties shall survive the Closing until the 12-eighteen month anniversary of the Closing Date; and Date with respect to all other representations and warranties, (e) all covenants and agreements shall survive until the eighteen month anniversary of the Closing for Date with respect to any covenant or agreement to be performed or complied with at or prior the term specified, if specifiedClosing Date, or indefinitely otherwise. Except as expressly provided (f) with respect to other covenants or agreements contained in this Agreement, in accordance with their respective terms, except that in the immediately preceding sentencecase any Claim Notice, no Indemnity Notice, Tax Claim Notice, or Tax Indemnity Notice (as applicable) shall have been duly and timely given under Article XII or Article XIV on or prior to such termination date (whether or not formal legal action shall have been commenced based upon such claim), the related representation, warranty, covenant or agreement will survive (but only with respect to the claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth Tax Claim Notice, Tax Indemnity Notice, Claim Notice or Indemnity Notice (as applicable)) until such claim for indemnification has been satisfied or otherwise resolved as provided in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolvedArticle XII or Article XIV.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties and all representations, warranties, covenants and agreements to be performed on or prior to of the Closing Date set forth Sellers and Purchasers contained in this Agreement shall will survive the execution and delivery Closing (a) without contractual limitation of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, time with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (ai) the representations and warranties contained in Section 3.01 (OrganizationSections 4.01, 4.02, 4.03, 4.04, 4.11, the first sentence of 4.15(b), Section 3.02 (Authorization; Valid and Binding Agreementthe first sentence of 4.16, the second sentence of 4.17(a), Section 3.03 4.28, the Tax-related representations of Sellers set forth in Annex B and Sections 5.01, 5.02, 5.06 and 5.07 and (Title to Company Common Stock)ii) the representations, Section 3.10 (Brokerage)warranties, Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid covenants and Binding Agreement), Section 4.05 (Capitalizationagreements contained in Sections 6.05(c) and Section 4.23 (Brokerage)6.20 and Article XII, (each individually, a “Seller Fundamental Representation”), and b) until the three year anniversary of the Closing Date with respect to the representations and warranties contained in Section 5.01 (Organization)4.22, Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18twenty-four month anniversary of the Closing Date; Date with respect to the representations and warranties contained in Sections 4.20 and 4.27, (d) all other representations and warranties shall survive the Closing until the 12-eighteen month anniversary of the Closing Date; and Date with respect to all other representations and warranties, (e) all covenants and agreements shall survive until the eighteen month anniversary of the Closing for Date with respect to any covenant or agreement to be performed or complied with at or prior the term specified, if specifiedClosing Date, or indefinitely otherwise. Except as expressly provided (f) with respect to other covenants or agreements contained in this Agreement, in accordance with their respective terms, except that in the immediately preceding sentencecase any Claim Notice, no Indemnity Notice, Tax Claim Notice, or Tax Indemnity Notice (as applicable) shall have been duly and timely given under Article XII or Article XIV on or prior to such termination date (whether or not formal legal action shall have been commenced based upon such claim), the related representation, warranty, covenant or agreement will survive (but only with respect to the claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth Tax Claim Notice, Tax Indemnity Notice, Claim Notice or Indemnity Notice (as applicable)) until such claim for indemnification has been satisfied or otherwise resolved as provided in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolvedArticle XII or Article XIV.

Survival of Representations, Warranties, Covenants and Agreements. The If the Purchase is completed, all of the representations and warranties and all covenants and agreements of the parties hereunder (or in any schedule or certificate delivered pursuant to be performed on or prior to the Closing Date set forth in this Agreement Agreement) shall survive the execution Closing and delivery of this Agreement remain in full force and effect for the consummation of following periods (each, the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its applicable “Survival DatePeriod”) and shall thereafter be of no further force or effect:): (a) the representations and warranties in Section 3.01 Sections 4.1 (Organization, Standing and Power), Section 3.02 4.3 (Authorization; Valid Authority and Binding AgreementEnforceability), Section 3.03 4.7 (Capital Structure of the Company; Ownership of Incentive Shares), 4.16 (Taxes), 5.1 (Authority and Enforceability), 5.3 (Title to Company Common StockShares) 6.1 (Organization and Standing), Section 3.10 6.2 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid Authority and Binding Agreement), Section 4.05 (CapitalizationEnforceability) and Section 4.23 6.5 (Brokerage)Capital) (collectively, (each individually, a the “Seller Fundamental RepresentationRepresentations”), and the any claims based on fraudulent breaches of representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) under the Agreement shall survive the Closing until the fourth anniversary expiration of the Closing Dateapplicable statute of limitations; (b) the representations and warranties in Section 4.09 4.15 (Tax Environmental Matters) and Section 4.11 shall terminate twenty-four (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days 24) months following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (dc) all other representations and warranties in this Agreement, the schedules or any certificate delivered by any Party to any other Party in connection with this Agreement shall survive the Closing until the terminate twelve (12-month anniversary of ) months following the Closing Date; and (ed) all covenants and agreements in this Agreement shall survive the Closing for the term specifiednot terminate until all obligations with respect thereto have been performed or satisfied or, if specifiedapplicable, shall have expired or indefinitely otherwisebeen terminated in accordance with their terms. Except as expressly provided in The parties acknowledge that the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations periods set forth in Section 7.01(a)this Article X and elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the result of arms’-length negotiation between the parties and that they intend for the time periods to be enforced as agreed by the parties. The parties further acknowledge that the time periods set forth in this Article X and elsewhere in the Agreement may be shorter than otherwise provided by applicable Legal Requirements and that the representations and warranties set forth in this Agreement shall in no event be affected by any investigation, Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until inquiry or examination made for or on behalf of any party or the claim is fully resolvedacceptance by any party of any certificate hereunder.

Survival of Representations, Warranties, Covenants and Agreements. The All of the representations and warranties of the Company contained in this Agreement and all covenants and agreements of the Company contained in this Agreement that are to be performed on or in their entirety prior to the Closing Date shall survive the Closing until, and shall terminate on, the date that is eighteen (18) months following the date hereof (the “Expiration Date”); provided, however, that the representations and warranties of the Company in Section 4.1 (Organization, Good Standing, Corporate Power and Qualification), Section 4.2 (Capitalization), Section 4.3 (Subsidiaries), Section 4.4 (Authorization), Section 4.5 (Valid Issuance of Company Shares), (the “Fundamental Representations”) shall survive (and any indemnification claims relating thereto may be made) until the third (3rd) anniversary of the date hereof. Except as set forth under Section 3.2 hereof, all representations and warranties of each Purchaser contained in this Agreement and all covenants and agreements of such Purchaser contained in this Agreement that are to be performed in their entirety prior to the Closing shall survive the Closing until, and shall terminate on, the third (3rd) anniversary of the date hereof. All covenants and agreements of the Company and each Purchaser contained in this Agreement that are to be performed in whole or in part after the Closing shall survive in accordance with their respective terms. Notwithstanding the foregoing or anything in this Agreement to the contrary, the representations and warranties of the Company contained in Sections 4.15 (solely with respect to Taxes), 4.19, 4.25, 4.26, 4.27 and 4.28 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (a) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth sixth (6th) anniversary of the Closing Date; (b) the representations date hereof, and warranties shall in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration no way be affected by any investigation or knowledge of the applicable statute subject matter thereof made by or on behalf of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolvedPurchaser.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties and all representations, warranties, covenants and agreements to be performed on or prior to the Closing Date contained in this Agreement set forth in any of (x) Section 3.01 (Organization of the Company), Section 3.02 (Authorization of Transactions by the Company), Section 3.05 (Subsidiaries), Section 3.06 (Capitalization), Section 3.07 (Brokers’ Fees), Section 3.12 (Assets), Section 3.22 (Affiliate Transactions), Section 4.01 (Shares), Section 4.02 (Authorization of Transactions by the Sellers), Section 4.05 (Investor Suitability), Section 4.06 (Investment Experience), Section 4.07 (Purchase for Own Account), Section 4.08 (Acknowledgments), Section 4.09 (Restrictive Legends) and Section 4.10 (Limitation of Representations) (each of the foregoing in this Agreement clause (x), a “Seller Fundamental Representation”), and (y) Section 5.01 (Organization of Purchaser), Section 5.02 (Authorization of Transactions by Purchaser) and Section 5.05 (Brokers’ Fees) (each of the foregoing in this clause (y), a “Purchaser Fundamental Representation,” and, collectively with the Seller Fundamental Representations, the “Fundamental Representations”)) shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival Date”) Transactions and shall thereafter be continue in full force and effect for ten years following the date of no further force or effect: this Agreement thereafter. Notwithstanding the foregoing, (a) the representations and warranties of the Company set forth in Section 3.01 3.14 (OrganizationTax Matters), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 3.19 (BrokerageEmployee Benefits) shall survive the Closing and continue in full force and effect until the date that is ninety (90) days following the expiration of the statute of limitations applicable to any claim arising under any such representation or warranty (after giving effect to any extensions or waivers thereof), (each individually, a “Seller Fundamental Representation”), and b) the representations and warranties of the Company set forth in Section 5.01 3.15 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”Intellectual Property) shall survive the Closing until the fourth anniversary of date that is forty- eight (48) months following the Closing Date; Date and (bc) all other representations and warranties other than the Fundamental Representations and other than the representations and warranties referenced in Section 4.09 clause (Tax Mattersa) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) foregoing shall survive the Closing until the 18-month anniversary of date that is twelve (12) months following the Closing Date; . Notwithstanding the foregoing, (dA) all other the representations and warranties of each Party under this Agreement shall survive in accordance with this Section 9.01, regardless of any investigation made by or on behalf of any Party or any knowledge any Party may have with respect to any misrepresentation or breach at the Closing until the 12-month anniversary time of the Closing Date; and Closing, (eB) all covenants and agreements shall survive the Closing for the term specified, if specified, any representation or indefinitely otherwise. Except as expressly provided warranty that would otherwise terminate in accordance with the immediately preceding sentencesentence shall survive and continue in full force and effect if a notice shall have been timely given under Section 9.6 or Section 9.07 (as applicable) on or prior to such termination date, no until the related claim for indemnification hereunder may be made after has been satisfied or otherwise resolved as provided in this ARTICLE IX, and (C) the expiration obligations of the applicable Survival Date; providedSellers to indemnify and hold harmless Purchaser for any claim based on or arising out of fraud, howevergross negligence, that willful misconduct, intentional misrepresentation or knowing and intentional breach of any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above provisions of this Agreement shall survive until the claim is fully resolvednot terminate.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties in Article IV and all Article V of this Agreement shall survive the Closing and remain in full force and effect until 5:00 P.M., Eastern Time, on the eighteen (18) month anniversary of the Closing Date; provided , however, the representations and warranties set forth in Section 4.9 (Taxes), Section 4.13 (Employee Benefit Plans), Section 4.19 (Environmental Matters), Section 4.24 (Affiliate Transactions) and Section 5.9 (Reportable Transactions) shall survive until thirty (30) days after the applicable statute of limitations (including extensions) expires; and the representations and warranties set forth in Sections 4.1(a), 4.1(b) and 4.1(c) (Organization; Copies of Organizational Documents), Section 4.2 (Authorization and Validity), Section 4.3 (Title to Equity; Capitalization), Section 4.22 (Brokers), Section 5.1 (Organization), Section 5.2, (Authorization and Validity) and Section 5.7 (Brokers) will survive the Closing indefinitely. The covenants and agreements to be performed on or prior to of the Closing Date Company, the Seller, the Xxxxxx Entities and the Buyer set forth in this Agreement shall survive until fully discharged. There shall be no Claim, cause of action, suit or proceeding for any breach of non-surviving representations, warranties, covenants or agreements. Notwithstanding anything to the execution contrary contained herein, any Claim of which the Seller has been notified with reasonable specificity by a Buyer Indemnified Party, and delivery any Claim of this Agreement and which the consummation Buyer has been notified with reasonable specificity by a Seller Indemnified Party, within the applicable survival period described herein, shall survive until the final, nonappealable resolution of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (a) the Claim. The representations and warranties contained in Section 3.01 Sections 4.1(a), 4.1(b) and 4.1(c) (Organization; Copies of Organizational Documents), ; Section 3.02 4.2 (AuthorizationAuthorization and Validity); Valid and Binding Agreement), Section 3.03 4.3 (Title to Company Common StockEquity; Capitalization), ; Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage4.5(d) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date; re: fiduciary accounts); Section 4.9 (b) the representations and warranties in Taxes); Section 4.09 (Tax Matters) and Section 4.11 4.13 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and ; Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; Environmental Matters); Section 4.22 (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing DateBrokers); and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e4.24 (Affiliate Transactions) above shall survive until are sometimes collectively referred to herein the claim is fully resolved“Specified Representations”.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Jan Xxxx (xxether or not exercised) to investigate the affairs of 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 the other party contained in this Agreement or the waiver of any provision hereof, the Company, on the 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 Date with respect to the covenants contained in Sections 4.03, 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 (c) will survive the Closing Date until the second anniversary of the Closing Date with respect to all other representations and warranties and all covenants and agreements any covenant or agreement to be performed in whole or in part on or prior to the Closing Date set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect: (a) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior subsequent to the expiration Closing Date, claims by or on behalf of Jan Xxxx xxxerting the applicable time limitations set forth breach of any representation, warranty covenant or agreement that survives the Closing Date pursuant to this Article VI may be brought only in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) accordance with the Joinder Agreements and Section 7.01(e) above shall survive until the claim is fully resolvedarrangements contemplated thereby.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and warranties and all covenants and agreements to be performed on or prior to the Closing Date set forth in this Agreement contained herein shall survive the execution Closing for twelve (12) months after the Closing Date; provided that: (i) the representations and delivery of this Agreement warranties contained in Section 3.01(a) (Existence), Section 3.01(b) (Authority), Section 3.01(g) (Brokers), Section 3.01(i)(i), Section 3.01(i)(ii), Section 3.01(i)(v), and Section 3.01(i)(ix) (Company and the consummation of Acquired Companies), Section 3.02(a) (Existence), Section 3.02(b) (Authority) and Section 3.02(h) (Brokers) (collectively, the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival DateFundamental Representations”) and shall thereafter be of no further force or effect: survive the Closing for five (a5) years after the Closing Date; (ii) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage3.01(k) (each individually, a “Parent Fundamental Representation”Taxes) shall survive the Closing until the fourth anniversary of the Closing Date; thirty (b30) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; providedTax statute of limitations. The indemnity obligations of Seller pursuant to Section 6.01(b) shall survive until (A) as to item 1 of Schedule 6.01, howeverany right of a counterparty of any Project Company to receive Delay Damages has expired or been terminated and (B) as to item 2 of Schedule 6.01, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of until the applicable time limitations set forth Purchaser Tax Equity Guaranty or Purchaser Tax Credit Transfer Guaranty (if any) has expired or been terminated and any claims thereunder are fully and finally resolved and no longer subject to appeal or rehearing. The other covenants, agreements and obligations in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above this Agreement to be performed shall survive until the date on which they have been fully performed. No claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 6.04(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 6 shall survive with respect to such claim until such claim is fully finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The Notwithstanding any right of Cimatron or the Company (whether or not exercised) to investigate the affairs of Cimatron or the Company (whether pursuant to Section 7.1 or otherwise) or a waiver or non-assertion by Cimatron or the Company of any condition to Closing set forth in ARTICLE 8 or any termination right set forth in ARTICLE 10, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith. All of the representations and warranties of the Company, Xxxxx and all covenants and agreements to be performed on or prior to the Closing Date set forth Buyers contained in this Agreement Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith shall survive the Merger and continue until 11:59 p.m. California time on the day which is eighteen (18) months after the date on which the Effective Time occurs (the “Expiration Date”), provided however, that (all of the following collectively, the “Excluded Representations”) (a) the Company’s representations and warranties contained in Section 4.17 (Intellectual Property) shall survive the Merger and continue until 11:59 p.m. California time on the day which is twenty four (24) months after the date on which the Effective Time occurs, and (b) Xxxxx’ representations and warranties contained in ARTICLE 3, the Company’s representations and warranties contained in Sections 4.2 (Authority Relative to this Agreement), 4.3 (Capital Stock), 4.11 (Taxes), and 4.26 (Brokers; Third Party Expenses), and Buyers’ representations and warranties contained in Section 5.2 (Authority Relative to this Agreement) and Section 5.5 (Brokers) will survive the execution and delivery of this Agreement and Agreement, the consummation of the transactions contemplated hereby as follows and the Closing Date until the earlier of all applicable statutes of limitation (such date, including any extensions thereof) plus 60 days have expired or ten (10) years from the date hereof and then expire with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be any theretofore unasserted claims arising out of no further force or effect: (a) the otherwise in respect of any breach of such representations and warranties warranties. Nothing in this Section 3.01 (Organization)9.1 or any other provision of this Agreement shall be construed to limit the survival of any covenant or agreement of the Company, Section 3.02 (Authorization; Valid and Binding Agreement)Cimatron or any other Person contained in this Agreement or any of the Ancillary Agreements, Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) which shall survive the Closing until Merger and continue for the fourth anniversary time periods set forth therein (or, if no time period is set forth therein, indefinitely), other than covenants and agreements of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), parties which by their terms are to be wholly performed prior to the extent relating to ERISA mattersEffective Time, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all which covenants and agreements shall survive until 11:59 p.m. California time on the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Expiration Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a), Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the claim is fully resolved.

Survival of Representations, Warranties, Covenants and Agreements. The (x) representations and warranties made in this Agreement, and all covenants (y) indemnification obligations of Sellers set forth in Section 10.2(a)(ii), shall in each case survive the Closing and agreements to be performed on or prior to remain in full force and effect until the twelve (12)-month anniversary of the Closing Date set forth in this Agreement shall survive (the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “General Survival Date”) and shall thereafter be of no further force or effect: (a) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties indemnification obligations of Sellers set forth in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”10.2(a)(v) shall survive the Closing and remain in full force and effect until September 30, 2025. Notwithstanding the foregoing or any applicable statute of limitations, all representations and warranties related to any claim asserted on or before the General Survival Date in accordance with Section 10.5 shall survive (and any applicable statute of limitations shall be tolled) until all such claims shall have been finally resolved and payment in respect thereof, if any is required to be made, shall have been made. The covenants and agreements contained in this Agreement and requiring performance prior to Closing shall expire on the Closing Date. The covenants and agreements contained in this Agreement or any other agreement or certificate delivered in connection with the transactions contemplated hereby to be performed in whole or in part after the Closing shall survive the Closing and continue in full force and effect until such covenants or agreements are performed in accordance with the terms of this Agreement or any other agreement or certificate delivered in connection with the Transaction (other than the covenant and agreement to indemnify pursuant to Section 10.2(a), Section 10.2(b)(i), Section 10.2(b)(iii), Section 10.2(c)(i), and Section 10.2(c)(iii), which shall each survive only for the applicable period set forth in this Section 10.1). Claims in respect of Fraud shall survive for the applicable statute of limitations for Fraud. Indemnification obligations of Sellers set forth in Section 10.2(a)(iii) shall survive the Closing and remain in full force and effect until the fourth three (3)-year anniversary of the Closing Date; (b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent); (c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date; (d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and (e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no No claim for indemnification hereunder for breach of any representation, warranty, covenant or agreement contained in this Agreement may be made after asserted pursuant to this Agreement unless on or before the expiration time period for survival of the applicable Survival Date; provided, however, that any indemnity such claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in this Section 7.01(a)10.1, Section 7.01(b), Section 7.01(c), Section 7.01(d) and Section 7.01(e) above shall survive until the such claim is fully resolved.asserted by written notice pursuant to this Article X.