Common use of Survival Period Clause in Contracts

Survival Period. All of the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement shall survive the Closing and continue in full force and effect until the date that is 24 months following the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue in full force and effect until the longer of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.

Survival Period. All representations, warranties, covenants, and agreements set forth in this Agreement or in any document or certificate delivered pursuant to Section 1.3 of the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement shall survive the Closing Date and continue the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 6.2 or 6.3 unless written notice of a claim thereof is delivered to the indemnifying Party before the applicable date set forth below in full force this Section 6.1. For purposes of this Agreement, (a) the representations and effect warranties contained in Sections 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2 and 4.4 (each, an “Extended Warranty”, and together, the “Extended Warranties”) shall survive until the third anniversary of the Closing Date, and (b) the other representations and warranties (i.e., those representations and warranties not referenced in Section 6.1(a)) shall survive until the date that is 24 twelve (12) months following after the Closing Date; provided, however, the Fundamental Representations shall survive the Closing . The covenants and continue agreements set forth in full force and effect until the longer of the sixth anniversary of this Agreement that do not expressly specify that they are to be (or are otherwise required by this Agreement to be) performed to any extent after the Closing Date will expire at the Closing. The covenants and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained agreements set forth in this Agreement made in good faith with reasonable specificity and expressly stated to be (or otherwise required by this Agreement to be) performed to any extent after the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought Closing Date shall survive until finally resolved thereafter andfully discharged and performed, as to and any such claim, such applicable expiration will not affect the rights to claims for indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the a breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to in any respect after the Closing shall terminate Date may be made at Closingany time within the applicable statute of limitations. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a party may file a claim, notwithstanding any applicable statute of limitations. It is the express intent of the parties Parties that, if the applicable survival period for an item as contemplated by this Section 7.2 6.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties Parties further acknowledge and agree that the time periods set forth in this Section 7.2 6.1 for the assertion of claims under this Agreement are the result of arms’ -length negotiation among the parties Parties and that they intend for the time periods to be enforced as agreed by the partiesParties. No Person entitled to indemnification under this Article 6 shall bring a claim for such indemnification after the expiration of the survival period for such claim. Notwithstanding the foregoing, none of the time limitations set forth above shall apply in the case of fraud, willful breach or intentional misrepresentation.

Survival Period. All of the The representations and warranties of made by the Sellers and Buyer (other than Company herein shall not be extinguished by the Fundamental Representations and the Statutory Representations) contained in this Agreement Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until the date that is 24 connection therewith shall be asserted not later than, eighteen (18) months following the Closing Date; provided, however, that (a) each of the Fundamental Representations representations and warranties contained in Section 2.1 (Organization; Standing and Power; Subsidiaries), Section 2.3 (Authority; Binding Nature of Agreement), Section 2.5 (Capitalization), and Section 2.28 (Finder’s Fee) shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in full force and effect until the longer indefinitely, (b) each of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties contained in Section 2.10 (including any extensions or tollings thereofIntellectual Property), Section 2.17 (Privacy and Data Protection), Section 2.18 (Tax Matters), Section 2.20 (Employee Matters), and Section 2.22 (Environmental Matters) and the Statutory Representations shall survive the Closing until, and continue all claims for indemnification in full force and effect until thirty connection therewith shall be asserted not later than sixty (3060) days after following, the expiration of all applicable statutes any statute of limitations otherwise applicable to claims relating the rights of any Person to bring any claim with respect to such matters, and (c) any claim for any Losses arising from any breach of, or inaccuracy in, the subject matter of such representations and warranties (including in the event of fraud or intentional breach committed by any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained Company or any Stockholder in the execution or performance of this Agreement shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, the Stockholders’ Representative shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until they are otherwise terminated by their respective such claim is finally resolved or disposed of in accordance with the terms orhereof. The representations and warranties contained in Section 3 shall survive the Closing until, if no term is applicableand all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute rights of limitations any Person to bring any claim with respect to such item matters. All representations and warranties made by Parent and Merger Sub shall be reduced terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to the shortened survival period contemplated herebysuch representations and warranties shall thereupon cease. The parties further acknowledge covenants and agree that the time periods set forth in this Section 7.2 for the assertion agreements of claims under this Agreement are the result of arms’ length negotiation among the parties hereunder shall survive without limitation as to time, and that they intend the period during which a claim for the time periods to indemnification may be enforced as agreed by the partiesasserted in connection therewith shall continue indefinitely.

Survival Period. All of the The representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) parties contained in this Agreement Articles III and IV hereof shall survive the Closing and continue in full force and effect until the date that is 24 18 months following the Closing Date; provided, however, that the Fundamental Representations representations and warranties of Seller contained in Section 3.12 hereof shall survive the Closing and continue in full force and effect until the longer of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) date that is 90 days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations and the representations and warranties of Seller contained in Sections 3.1, 3.2, 3.11 and the first sentence of Section 3.7 hereof and of Purchaser contained in Sections 4.1, 4.2 and 4.5 hereof shall survive the Closing indefinitely. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such item shall be reduced representation or warranty. Except as otherwise provided in this Section 8.1, the parties intend to shorten the shortened survival period contemplated hereby. The parties further acknowledge statute of limitations and agree that no claims or causes of action may be brought against Purchaser or Seller based upon any of the time periods set forth representations or warranties contained in Articles III and IV hereof after the applicable Survival Period. The covenants and agreements of the parties hereto contained herein shall survive in accordance with their respective terms, and this Section 7.2 8.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closing. Notice of any claim for indemnification under Sections 8.2(a)(i) or 8.2(b)(i) hereof shall be given within the assertion applicable Survival Period, but if such claim has not been finally resolved by the expiration of claims under this Agreement such Survival Period, the representations and warranties that are the result subject of arms’ length negotiation among the parties and that they intend for the time periods such claim shall survive with respect to be enforced as agreed by the partiessuch claim until such claim is finally resolved.

Survival Period. All The representations, warranties, covenants and agreements of the representations and warranties parties contained in this Agreement or any of the Sellers and Buyer (Ancillary Agreements or other than certificates or documents delivered by the Fundamental Representations Company, the Shareholder Representative or any of the Holders pursuant to this Agreement shall survive the Closing and the Statutory Representations) consummation of the transactions contemplated hereby and thereby (and any examination, or knowledge of, or investigation by or on behalf of any party hereto), subject to the limitations set forth in this Section 8.5. The covenants and agreements contained in this Agreement and indemnification obligations under Section 8.1 and Section 8.2 with respect to breaches of, or failures to perform, any covenants or agreements contained in this Agreement shall survive the Closing indefinitely. The representations and continue in full force warranties and effect indemnification obligations under Section 8.1 and Section 8.2 with respect to breaches of, or inaccuracies in, any representations or warranties shall survive the Closing (a) until the date that is 24 months following the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue in full force and effect until the longer of the sixth anniversary of six (6) years after the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating with respect to the subject matter of such representations and warranties Fundamental Representations, (including any extensions or tollings thereofb) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after following the expiration of all applicable statutes of limitations otherwise limitation (giving effect to any tolling thereof) applicable to claims relating the matter in question with respect to the subject matter of such Tax Representations, and (c) until the date that is eighteen (18) months after the Closing Date with respect to all representations and warranties (including any extensions or tollings thereof)made in Articles III and IV other than the Fundamental Representations, the Tax Representations and the Litigation Matters; provided furtherthat any Excluded Claims shall not be subject to any of the time limitations set forth in this sentence and shall survive indefinitely. Notwithstanding anything to contrary contained herein, in each case if any written Indemnification Notice of any claim for breach of any representation or warranty contained indemnification hereunder has been delivered in this Agreement made in good faith with reasonable specificity (to the extent known at such time) accordance herewith prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in applicable period set forth above, and with respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contractLitigation Matters, the applicable statute of limitations covenants, agreements, representations and warranties and indemnification obligations shall continue with respect to such item claim until the final resolution and satisfaction of such claim in accordance with the provisions of this Article VIII, and the Indemnifying Party shall be reduced indemnify the Indemnified Party for all Losses incurred in respect of such claim (subject to any applicable limitations herein), regardless of when such Losses are incurred. Parent shall retain from the shortened survival period contemplated hereby. The parties further acknowledge and agree that payment of the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods applicable Holdback Amount a reasonable amount to cover potential costs, expenses or damages to be enforced as agreed incurred by the partiesIndemnified Party, as determined by Parent in the reasonable exercise of its discretion, until such time as such claim has been fully and finally dismissed or adjudicated through a non-appealable order, or fully and finally settled, or fully cured or compensated, as applicable.

Survival Period. All of the The representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement shall survive the Closing Date for a period of three (3) years, at which time they shall terminate and continue in full force and effect until the date that is 24 months following the Closing Dateno claims or causes of action for indemnification shall be made thereunder; provided, however, that (a) the Fundamental Representations representations and warranties contained in Section 4.20 and Section 4.24 shall survive the Closing and continue in full force and effect until the longer of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties ninety (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (3090) days after the expiration of all applicable statutes the statute of limitations otherwise applicable to claims relating the matters covered thereby (giving effect to any waiver, mitigation or extension thereof), if later; and (b) the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity the first two sentences of Section 4.3 (Authorization), Section 4.6 (Capitalization), Section 4.7 (Title to Assets), Section 4.31 (No Broker), the first two sentences of Section 5.2 (Authorization) and Section 5.9 (No Broker), and any representations and warranties fraudulently made, shall survive the Closing until the expiration of the statute of limitations applicable to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claimmatters covered thereby. The covenants and agreements of the parties contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms the date explicitly specified therein or, if no term is applicablenot so specified, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior limitations applicable to the matters covered thereby. The obligation of Sellers to indemnify Buyer for Excluded Liabilities shall survive the Closing shall terminate at Closing. It is until the express intent expiration of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that applicable to the matters covered thereby. Notwithstanding the preceding sentences, any representation, warranty, covenant or agreement in respect of which indemnification may be sought under this Article 11 shall survive the time at which it otherwise would otherwise terminate pursuant to the preceding sentences if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been applicable given to the party against whom such indemnification may be sought prior to such itemtime. No representations, thenwarranties, by contract, the applicable statute covenants or agreements of limitations with respect to such item any party contained in any Transaction Document shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 for the assertion deemed waived or otherwise affected by any investigation by or knowledge of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesany party.

Survival Period. All of the The representations and warranties of Company, the Sellers Shareholders and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement shall survive the Closing and continue in full force and effect until the date for a period of twelve (12) months, provided that is 24 months following the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue in full force and effect until the longer of the sixth (6th) anniversary of the Closing Date and (except for the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties set forth in Section 3.20 (including any extensions or tollings thereof) and the Statutory Representations Taxes), which shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to the underlying subject matter plus ninety (90) days). Those covenants of the Shareholders and Buyer that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms. If, at any time prior to 11:59 p.m. (ET) on the applicable survival date set forth in this Section 9.1, any Indemnified Party believes that it is reasonably likely to suffer or incur Losses subject to indemnification pursuant to Section 9.2 or Section 9.3, as applicable, based on facts or circumstances known by the Indemnified Party, and delivers, in accordance with Section 9.4, a notice (an “Indemnity Claim Notice”) of a potential claim pursuant to Section 9.2 or Section 9.3, as applicable, in reasonable detail to the extent known (and regardless of whether litigation is commenced or a complaint in litigation is filed at such item time), then the claim asserted in such Indemnity Claim Notice, all of the representations, warranties, covenants and agreements on which such claim is based (but only to the extent they relate to such claim), the right to commence a proceeding in respect thereof, and the right to recovery of Losses arising out of, related to or resulting from such claim, including Losses incurred or suffered on or after the applicable survival date, shall survive the survival date until such claim is fully and finally resolved. For the avoidance of doubt, Losses for which an Indemnified Party shall be reduced entitled to recover pursuant to this Agreement in connection with any claim made prior to the shortened applicable survival period contemplated herebydate for such claim shall include any such Losses incurred or suffered on or after the expiration of the applicable survival period. The parties further acknowledge and agree that Notwithstanding anything to the time contrary in this Agreement, the survival periods set forth in this Section 7.2 for 9.1 shall not affect or otherwise limit any claim made or available under the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods R&W Insurance Policies, or any claim relating to be enforced as agreed by the partiesFraud.

Survival Period. All of The representations, warranties and covenants made by the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations Company and the Statutory Representations) contained Shareholders in this Agreement shall not be extinguished by the Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until the date that is 24 connection therewith shall be asserted not later than, twenty one (21) months following the Closing Date; provided, however, that (a) each of the Fundamental Representations shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in full force and effect until the longer indefinitely; (b) each of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties contained in Section 2.12 (including any extensions or tollings thereofIntellectual Property) and the Statutory Representations shall survive the Closing for, and continue all claims for indemnification in full force and effect until thirty connection therewith shall be asserted not later than, six (306) days after years following the expiration Closing Date; (c) each of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties in Section 2.15 (including any extensions or tollings thereofEnvironmental Matters); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms oruntil, if no term is applicableand all claims for indemnification in connection therewith shall be asserted not later than 60 days following, until the expiration of the any statute of limitation limitations applicable to the rights of any Person to bring any claim with respect to such matters; and (d) each of the representations and warranties contained in Section 2.9 (Taxes) shall survive until, and all claims for indemnification in connection therewith shall be asserted not later than the later to occur of: (i) the 180th day following the end of the period, if any, during which an assessment, reassessment or other form of document assessing liability for Taxes or Social Security contributions in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants fiscal year to which these representations and warranties extend could be performed at or prior issued to the Closing shall terminate at Closing. It is Company, and (ii) 60 days following the express intent expiration of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the any statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute rights of limitations any Person to bring any claim with respect to such item shall be reduced matters. Notwithstanding the foregoing, if, prior to the shortened survival period contemplated herebyclose of business on the last day a claim for indemnification may be asserted under this ARTICLE XI, the Shareholders shall have been properly notified of a claim for indemnity under this ARTICLE XI and such claim shall not have been finally resolved or disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this ARTICLE XI until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. The parties further acknowledge All representations, warranties and agree that covenants made by the time periods Purchaser shall continue in accordance with their respective terms. Subject at all times to the limitations set forth in this Section 7.2 for ARTICLE XI, the assertion covenants and agreements of claims under this Agreement are the result of arms’ length negotiation among the parties pursuant to this ARTICLE XI shall survive without limitation as to time, and that they intend the period during which a claim for the time periods indemnification may be asserted in connection therewith shall continue indefinitely, subject to be enforced as agreed by the partiesapplicable statutes of limitations.

Survival Period. All of the representations and warranties of the Company, the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement shall survive the Closing and continue in full force and effect until the date that is 24 months following twelve (12) month anniversary of the Closing Date; provided, however, provided that the Fundamental Representations shall survive for the Closing and continue in full force and effect until the longer of the sixth anniversary of the Closing Date and the expiration of all applicable statutes statute of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties with respect thereto plus sixty (including any extensions or tollings thereof60) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); days, provided further, further that in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration US-DOCS\102662145.20 date and delivered to the party Party against whom indemnification is sought shall survive until finally final resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party Party making such claim with respect to the matters included in such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, that any of the Company’s or the Sellers’ covenants or Buyer’s covenants agreements to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 12.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 12.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.

Survival Period. All of If the Merger is consummated, the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) Company contained in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby shall survive the Closing and continue remain in full force and effect effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is 24 fifteen (15) months following the Closing Date; provided, however, the Fundamental Representations shall survive representations and warranties of the Closing Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative and continue in full force and effect effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the longer date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the sixth anniversary of Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the Closing Date “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of all the applicable statutes statute of limitations otherwise applicable limitations; provided further, no right to claims relating indemnification pursuant to Article 11 in respect of any claim that is set forth in an Claim Certificate delivered to the subject matter Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties (including any extensions or tollings thereofwarranties) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after be affected by the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof)warranties; and provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to that such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights of any Indemnified Person under Article 11 or otherwise to indemnification seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the party making parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such claim. The covenants contained and agreements by their terms contemplate performance in this Agreement whole or in part after the Closing, in which case, such covenants and agreements shall survive until the Closing until they are otherwise terminated by their respective terms ordate or period specified therein(and, if no term date or period is applicablespecified therein, then such covenants and agreements shall survive until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesfully performed).

Survival Period. All of the The representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) Seller contained in Section 7.1 are made as of the Effective Date. Prior to the date of the Closing, Seller shall notify Buyer of any modifications to such representations that are required to make such representations true in all material respects, including any modifications arising from actions taken in compliance with Section 14. If any representation of Seller herein, although true as of the Effective Date, is no longer true at the Closing as a result of a matter, event or circumstance beyond Seller’s reasonable control, Buyer may not consider same as an event of default hereunder; but rather, in such case, Buyer may, at Buyer’s option and as Buyer’s sole and exclusive remedy, terminate this Agreement and have the Deposit refunded by Escrow Agent, whereupon the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the any rights and obligations that expressly survive herein. The representations and warranties set forth in Section 7.1 and in Seller’s Documents shall survive the Closing and continue in full force and effect until to the date that is 24 (the “Representation Termination Date”) occurring nine (9) months following after the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue in full force and effect until the longer date of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of Closing, at which time such representations and warranties (including shall terminate and be of no further force or effect, except for any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating made prior to the subject matter of such Representation Termination Date as hereinafter set forth. All other representations and warranties made by Seller in this Agreement, unless expressly provided otherwise, shall not survive the Closing. In order to make a claim for damages based on the inaccuracy of any of the representations or warranties of Seller contained in Section 6.1 or in Seller’s Documents, promptly after discovery of any such inaccuracy (including but in any extensions event prior to the Representation Termination Date), Buyer shall notify Seller in writing (a “Misrepresentation Notice”) that Buyer has discovered the existence of an inaccuracy in a warranty or tollings representation (such Misrepresentation Notice to describe the inaccuracy in reasonable detail). Thereupon, the claim set forth in such Misrepresentation Notice shall continue to survive until final resolution or settlement thereof); provided further, in each case any written . No post-Closing claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought of Seller shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, be actionable or payable if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach in question results from or is based on a condition, state of such covenant; providedfacts, however, any circumstance or event of the Sellers’ which Buyer had actual or Buyer’s covenants to be performed at or deemed knowledge prior to the Closing shall terminate at Closing. It For purposes of this Section, the term “deemed knowledge” shall mean knowledge of any fact, condition, circumstance or event which is disclosed in this Agreement, Seller’s Documents, the express intent Review Materials, the Tenant Estoppel Certificate, the reports or studies documenting the results of Buyer’s due diligence tests, investigations and inspections of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contractProperty, the applicable statute of limitations Title Commitment, the Existing Survey, the New Survey or in any other documents or materials delivered to, or obtained by, Buyer in connection with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesAgreement.

Survival Period. All of the representations and warranties of the Sellers and The Buyer (other than the Fundamental Representations and the Statutory Representations) Fundamental Representations contained in this Agreement shall survive the Closing and continue in full force and effect until the date that is 24 months following the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue in full force and effect until the longer of the sixth 24-month anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided furtherDate, except in each case that any written claim for breach of any representation or warranty contained in this Agreement thereof made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party Party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party Party making such claim. The Seller Indemnifying Parties’ obligation to indemnify the Buyer Indemnified Parties pursuant to Section 13.3(c) and (d) shall survive the Closing until 60 days following the expiration of the applicable statute of limitations. The covenants contained in this Agreement shall survive the Closing until they are otherwise fully performed or terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, that any of the Company’s, Sellers’, Additional Sellers’ or BuyerBlocker’s covenants to be performed at or prior to the Closing shall terminate at the Closing. It is For purposes of this Agreement, the express intent representations and warranties of the parties thatCompany, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter Sellers, the Additional Sellers or Blocker Seller other than the statute of limitations that would otherwise have been applicable to such item, then, by contract, Fundamental Representations shall not survive the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated herebyClosing. The parties Parties further acknowledge and agree that the time periods set forth in this Section 7.2 13.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.

Survival Period. All The representations, warranties and covenants of the representations Seller under this Agreement, and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement any certificate or document delivered pursuant hereto or in connection herewith, shall survive the Closing for a period of nine (9) months from the Closing Date (such period, the “Survival Period”). Each such representation, warranty and continue in full covenant of Seller shall automatically be null and void and of no further force and effect until on the date that is 24 months first day following the Closing Date; expiration of the Survival Period, unless, prior to the expiration of such Survival Period, as to any applicable representation, warranty or covenant, Buyer shall have provided Seller with written notice alleging that Seller is in breach of such representation, 3721766.8 -27- Gardere01 - 10003657v.4 warranty or covenant, and specifying in reasonable detail the nature of such breach. Buyer shall allow Seller sixty (60) days after Buyer’s notice within which to cure such breach or if such breach cannot be cured within such sixty (60) day period, and Seller notifies Buyer it wishes to extend its cure period (the “Cure Extension Notice”), such additional reasonable period of time (not to exceed an additional sixty (60) days) as is required to cure the same so long as such cure has been commenced within such sixty (60) day period and is being diligently pursued to completion. If Seller fails to cure such breach after written notice thereof, Buyer’s sole remedy shall be to commence a legal proceeding against Seller alleging that Seller has breached such representation, warranty or covenant and that Buyer has suffered actual damages as a result thereof (a “Proceeding”), which Proceeding must be commenced, if at all, within sixty (60) days after the expiration of the Survival Period, provided, however, that if Buyer gives Seller written notice of such a breach within the Fundamental Representations Survival Period, and Seller subsequently sends a Cure Extension Notice, then Buyer shall survive the Closing and continue in full force and effect have until the longer of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until date which is thirty (30) days after the expiration date Seller notifies Buyer it has ceased endeavoring to cure such breach, to commence such Proceeding. If Buyer shall have timely delivered the written notice and commenced a Proceeding in accordance with this Section 8.3, and a court of all applicable statutes of limitations otherwise applicable competent jurisdiction shall, pursuant to claims relating to the subject matter of a final, non-appealable order in connection with such representations and warranties Proceeding, determine that (including any extensions or tollings thereof); provided further, 1) Seller was in each case any written claim for breach of any the applicable representation or warranty contained in this Agreement made in good faith with reasonable specificity (to as of the extent known at such time) prior to such expiration date and delivered to Effective Date or the party against whom indemnification is sought shall survive until finally resolved thereafter andClosing Date, as to any such claimthe case may be, such applicable expiration will not affect and (2) Buyer suffered actual damages (the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated “Damages”) by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach reason of such covenant; providedbreach, however, any (3) Buyer did not have actual knowledge of the Sellers’ or Buyer’s covenants to be performed at such breach on or prior to the Closing shall terminate at Closing. It is Date, and (4) Buyer would not have learned of such breach through the express intent exercise of reasonable diligence prior to the parties thatClosing Date, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item then Buyer shall be reduced entitled to receive an amount equal to the shortened survival period contemplated hereby. The parties further acknowledge and agree that Damages, subject, in any event, to the time periods limitations set forth in Section 8.5. Any such Damages, subject to the limitations contained herein, shall be paid within thirty (30) days following the entry of such final, non-appealable order and delivery of a copy thereof to Seller. The representations, warranties and covenants of Buyer under this Agreement, and in any certificate or document delivered pursuant hereto or in connection herewith, shall survive the Closing indefinitely. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) the matters under Section 7.2 6.4 of this Agreement shall not be subject to the Survival Period and shall survive the Closing for the assertion of periods provided in Section 6.4 and (ii) insured claims under this Agreement are against Seller or Manager for matters accruing or arising prior to the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesClosing Date shall survive Closing without limitation.

Survival Period. All of The representations, warranties and covenants made by the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations Company and the Statutory Representations) contained Members in this Agreement and the Purchased Interest Certificate shall not be extinguished by the Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until the date that is 24 connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that (a) each of the Fundamental Representations shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in full force and effect until the longer indefinitely; (b) each of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties contained in Section 2.12 (including any extensions or tollings thereofIntellectual Property) and the Statutory Representations Section 2.15 (Environmental Matters), shall survive the Closing until, and continue all claims for indemnification in full force and effect until thirty (30) connection therewith shall be asserted not later than 60 days after following, the expiration of all applicable statutes any statute of limitations otherwise applicable to claims relating the rights of any Person to bring any claim with respect to such matters; and (c) each of the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity Section 2.9 (to the extent known at such timeTaxes) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter anduntil, as and all claims for indemnification in connection therewith shall be asserted not later than the later to any such claim, such applicable expiration will not affect occur of: (i) the rights to indemnification 180th day following the end of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms orperiod, if no term is applicableany, until the expiration during which an assessment, reassessment or other form of the statute of limitation document assessing liability for Taxes in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants taxation year to which these representations and warranties extend could be performed at or prior issued to the Closing shall terminate at Closing. It is Company, and (ii) 60 days following the express intent expiration of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the any statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute rights of limitations any Person to bring any claim with respect to such item shall be reduced matters. Notwithstanding the foregoing, if, prior to the shortened survival period contemplated herebyclose of business on the last day a claim for indemnification may be asserted under this ARTICLE X, the Members’ Representative shall have been properly notified of a claim for indemnity under this ARTICLE X and such claim shall not have been finally resolved or disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this ARTICLE X until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. The parties further acknowledge All representations, warranties and agree that covenants made by the time periods Purchaser shall continue in accordance with their respective terms. Subject at all times to the limitations set forth in this Section 7.2 for ARTICLE X, the assertion covenants and agreements of claims under this Agreement are the result of arms’ length negotiation among the parties pursuant to this ARTICLE X shall survive without limitation as to time, and that they intend the period during which a claim for the time periods indemnification may be asserted in connection therewith shall continue indefinitely, subject to be enforced as agreed by the partiesapplicable statutes of limitations.

Survival Period. All of The representations, warranties and covenants made by the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations Company and the Statutory Representations) contained Stockholders in this Agreement and the Purchased Share Certificate shall not be extinguished by the Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until the date that is 24 connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that (a) each of the Fundamental Representations shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in full force and effect until the longer indefinitely; (b) each of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties contained in Section 2.12 (including any extensions or tollings thereofIntellectual Property) and the Statutory Representations Section 2.15 (Environmental Matters), shall survive the Closing until, and continue all claims for indemnification in full force and effect until thirty (30) connection therewith shall be asserted not later than 60 days after following, the expiration of all applicable statutes any statute of limitations otherwise applicable to claims relating the rights of any Person to bring any claim with respect to such matters; and (c) each of the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity Section 2.9 (to the extent known at such timeTaxes) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter anduntil, as and all claims for indemnification in connection therewith shall be asserted not later than the later to any such claim, such applicable expiration will not affect occur of: (i) the rights to indemnification 180th day following the end of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms orperiod, if no term is applicableany, until the expiration during which an assessment, reassessment or other form of the statute of limitation document assessing liability for Taxes in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants taxation year to which these representations and warranties extend could be performed at or prior issued to the Closing shall terminate at Closing. It is Company, and (ii) 60 days following the express intent expiration of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the any statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute rights of limitations any Person to bring any claim with respect to such item shall be reduced matters. Notwithstanding the foregoing, if, prior to the shortened survival period contemplated herebyclose of business on the last day a claim for indemnification may be asserted under this ARTICLE X, the Stockholders’ Representative shall have been properly notified of a claim for indemnity under this ARTICLE X and such claim shall not have been finally resolved or disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this ARTICLE X until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. The parties further acknowledge All representations, warranties and agree that covenants made by the time periods Purchaser shall continue in accordance with their respective terms. Subject at all times to the limitations set forth in this Section 7.2 for ARTICLE X, the assertion covenants and agreements of claims under this Agreement are the result of arms’ length negotiation among the parties pursuant to this ARTICLE X shall survive without limitation as to time, and that they intend the period during which a claim for the time periods indemnification may be asserted in connection therewith shall continue indefinitely, subject to be enforced as agreed by the partiesapplicable statutes of limitations.

Survival Period. All of the (a) The representations and warranties (and the certifications related thereto) of each of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) Parties contained in this Agreement shall survive the Closing and shall continue in effect until (i) in the case of all representations and warranties other than the Fundamental Representations, the two (2) year anniversary of the Closing Date, and (ii) in the case of the Fundamental Representations, when Seller is dissolved. The period during which any representation or warranty (and the certifications related thereto contained in this Agreement) survives after the Closing Date is referred to herein as the “Survival Period”. Rights to indemnification for breaches of any representations and warranties contained herein shall survive only until the expiration of the relevant Survival Period; provided that such rights to indemnification shall thereafter continue in full force and effect until insofar as they relate to any Claims of which the date that is 24 months following Indemnitor has received written notice from the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue in full force and effect until the longer of the sixth anniversary of the Closing Date and Indemnitee pursuant to Section 6.6 prior to the expiration of all the applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties Survival Period. (including any extensions or tollings thereofb) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification Each of the party making such claim. The covenants and other agreements of the Parties contained in this Agreement shall survive the Closing Date and shall expire (together with any right to assert a claim under Section 6.2 or Section 6.3, as applicable) upon the date that is two (2) years after the Closing Date, other than any covenant or agreement that, by its terms, expressly contemplates performance after the Closing Date, in which case such covenant or agreement shall survive the Closing Date and shall expire (together with any right to assert a claim under Section 6.2 or Section 6.3, as applicable) upon expiration of its term or full performance of the undertaking set forth therein. (c) Notwithstanding Sections 6.1(a) and (b), the representations and warranties of the Seller contained in Section 3.19 relating to Taxes and Seller’s indemnification obligation under Section 6.2(c), (d) and (e) (to the extent relating to Taxes) shall survive until they are otherwise terminated by their respective terms or, if no term is applicable, until the close of business on the 120th day following the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced the Tax liabilities in question (giving effect to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesany waiver, mitigation or extension thereof).

Survival Period. All of the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement shall survive the Closing and continue in full force and effect until the date that is 24 months following the Closing Date; provided, however, the The Parent Fundamental Representations shall survive the Closing and continue in full force and effect until the longer for a period of the sixth anniversary of six years after the Closing Date Date, (ii) the Company’s and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such Seller Parties’ representations and warranties (including any extensions or tollings thereof) contained in Section 3.4 and the Statutory Representations Section 4.5 shall survive the Closing and continue in full force and effect for a period of 20 years after the Closing Date, (iii) the Company Fundamental Representations (other than those contained in Section 3.4 and Section 4.5) shall survive the Closing and continue in full force and effect for a period of six years after the Closing Date, (iv) the Seller Parties’ and the Company’s representations and warranties contained in Section 3.21 relating to tax matters shall survive the Closing until thirty (30) 60 days after the expiration of all the applicable statutes statute of limitations otherwise applicable to claims relating to limitations, and (v) any claim involving Fraud shall survive for a period of 20 years after the subject matter of such representations and warranties (including any extensions or tollings thereof); provided furtherClosing Date, except in each case -69- that any written claim for breach of any representation or warranty contained in this Agreement thereof made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party Party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party Party making such claim. The covenants representations and warranties of the Parties, other than (a) the Company Fundamental Representations, (b) the Parent Fundamental Representations, (c) the Seller Parties’ and the Company’s representations and warranties contained in this Agreement Section 3.21 relating to tax matters, or (d) claims involving Fraud, shall not survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties Parties further acknowledge and agree that the time periods set forth in this Section 7.2 10.1 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties Parties and that they intend for the time periods to be enforced as agreed by the partiesParties. Other than (w) the Parent Fundamental Representations, (x) the Company Fundamental Representations, (y) the Seller Parties’ and the Company’s representations and warranties contained in Section 3.21 relating to tax matters and (z) claims involving Fraud, which shall survive the Closing, as and to the extent provided in this Section 10.1 above, no other representations and warranties of any of the Parties in this Agreement shall survive the Closing and all of such other representations and warranties shall expire at the Closing.

Survival Period. All of The representations and warranties contained in this Agreement or in any certificate, schedule or document delivered hereunder shall survive the Closing Date as follows: (a) the representations and warranties in Section 2.1 (Organization), Section 2.2 (Authorization), Section 2.12 (Brokers), Section 3.1 (Organization and Qualification), and Section 3.2 (Authorization) shall terminate on the date that is 30 days following the expiration date of the Sellers applicable statute of limitations; and (b) all other representations and Buyer (other than warranties contained in this Agreement or in any certificate, schedule or document delivered hereunder shall survive the Fundamental Representations Closing Date until 11:59 p.m. California time on the date that is 12 months following the Closing Date. The indemnification obligations under Section 7.1(iii) and 7.2(iii) and the Statutory Representations) contained covenants of Buyer set forth in Section 1.2 of this Agreement shall survive the Closing indefinitely and continue in full force all other covenants to be performed after the Closing Date under this Agreement, including without limitation, the indemnification obligations under Section 7.1 (ii), 7.1(iv) and effect 7.2(ii), shall survive the Closing Date until 11:59 p.m. California time on the date that is 24 months 30 days following the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue in full force and effect until the longer later of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations or the time for performance thereof. Notwithstanding the foregoing, any representation, warranty, covenant or agreement that would otherwise terminate will continue to survive if a Claim Notice shall have been timely given in good faith based on facts reasonably expected to establish a valid claim under this Article VII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article VII. Neither the period of survival nor the liability of Seller or Buyer (as the case may be) with respect to such item Buyer’s or Seller’s representations and warranties shall be reduced to affected by any investigation made at any time (whether before or after the shortened survival period contemplated herebyClosing Date) by or on behalf of Seller or Buyer or by any actual, implied or constructive knowledge or notice of any facts or circumstances that Seller or Buyer may have as a result of any such investigation or otherwise. The parties further acknowledge and Parties hereto agree that reliance shall not be an element of any claim for misrepresentation or indemnification under the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesAgreement.

Survival Period. All The Parties, intending to modify any applicable statute of limitations, agree that, except in the case of Fraud, (a) the representations and warranties of made by the Sellers Company and Buyer (other than the Fundamental Representations and the Statutory Representations) contained any Seller in this Agreement shall survive or in any certificates or documents delivered hereunder terminate and expire on the Closing and continue in full force and effect until the date that is 24 months following eighteen (18)-month anniversary of the Closing Date; provided, however, that (i) the Fundamental Representations shall survive terminate and expire on the Closing and continue in full force and effect until the longer of the sixth five (5)-year anniversary of the Closing Date and (ii) the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties made by the Company and any Seller in Section 3.15 (including any extensions or tollings thereofTax Matters) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after following their applicable statute of limitations; and (b) the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date by Parent and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained Merger Sub in this Agreement shall survive terminate and expire on the eighteen (18)-month anniversary of the Closing until they are otherwise terminated Date; provided, that the Fundamental Representations made by their respective terms or, if no term is applicable, until Parent and Merger Sub shall terminate and expire on the expiration five (5)-year anniversary of the statute of limitation in respect of any Closing Date (each such claim for applicable termination and expiration date, the breach of such covenantapplicable “Survival Period”); provided, however, that notwithstanding the foregoing or anything to the contrary contained herein, this Section 8.01 shall not limit any of claim or recovery available to Parent, Merger Sub or the Sellers’ Surviving Company (or Buyer’s any additional insured) under the R&W Insurance Policy. The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, the covenants and agreements to be performed at or prior to the Closing shall terminate at Closing. It is not survive the express intent of Closing and the parties that, if covenants and the applicable survival period for an item as contemplated by this Section 7.2 is shorter than agreements to be performed after the statute of limitations that would otherwise have been applicable to such item, then, by contract, the Closing shall continue until thirty (30) days following their applicable statute of limitations limitations. No Party shall have any liability with respect to such item shall be reduced claims first asserted in connection with any representation or warranty after the applicable Survival Period. In the event, however, that notice of any claim for indemnification (an “Indemnity Claim Notice”) is given to the shortened survival period contemplated hereby. The parties further acknowledge and agree other Party in accordance with Section 9.01 within the applicable Survival Period, the cause of action that is the subject of such indemnification claim shall survive until such time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiessuch claim is finally resolved.

Survival Period. All of the The representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) parties contained in this Agreement Articles III and IV hereof shall survive the Closing and continue in full force and effect until the date that is 24 18 months following the Closing Date; provided, however, that the Fundamental Representations representations and warranties of Seller contained in Section 3.12 hereof shall survive the Closing and continue in full force and effect until the longer of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) date that is 90 days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations and the representations and warranties of Seller contained in Sections 3.1, 3.2, 3.11 and the first sentence of Section 3.7 hereof and of Purchaser contained in Sections 4.1, 4.2 and 4.5 hereof shall survive the Closing indefinitely. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the "Survival Period" with respect to such item shall be reduced representation or warranty. Except as otherwise provided in this Section 8.1, the parties intend to shorten the shortened survival period contemplated hereby. The parties further acknowledge statute of limitations and agree that no claims or causes of action may be brought against Purchaser or Seller based upon any of the time periods set forth representations or warranties contained in Articles III and IV hereof after the applicable Survival Period. The covenants and agreements of the parties hereto contained herein shall survive in accordance with their respective terms, and this Section 7.2 8.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closing. Notice of any claim for indemnification under Sections 8.2(a)(i) or 8.2(b)(i) hereof shall be given within the assertion applicable Survival Period, but if such claim has not been finally resolved by the expiration of claims under this Agreement such Survival Period, the representations and warranties that are the result subject of arms’ length negotiation among the parties and that they intend for the time periods such claim shall survive with respect to be enforced as agreed by the partiessuch claim until such claim is finally resolved.

Survival Period. All of the The representations and warranties of made by the Sellers Company, the Participating Stockholders, Parent and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement Merger Sub herein shall not be extinguished by Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until the date that is 24 connection therewith shall be asserted not later than, 12 months following the Closing Date; provided, however, that the Fundamental Core Representations and each of the representations and warranties contained in Section 3.18 (Tax Matters), Section 3.19 (Company Benefit Plans), Article IV (Representations and Warranties of the Participating Stockholders), and Article V (Representations and Warranties of Parent and Merger Sub) shall survive the Closing until, and continue all claims for indemnification in full force and effect until the longer of the sixth anniversary of the Closing Date and connection therewith shall be asserted not later than, 60 days following, the expiration of all applicable statutes any statute of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach rights of any representation or warranty contained in this Agreement made in good faith Person to bring any claim with reasonable specificity (to the extent known at such time) prior respect to such expiration date and delivered to matters. Notwithstanding the party against whom indemnification is sought shall survive until finally resolved thereafter andforegoing, as to any such claimif, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing close of business on the last day a claim for indemnification may be asserted hereunder, the Stockholders’ Representative or Parent, as applicable, shall terminate have been properly notified in accordance with Section 7.3(a) of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at Closingsuch date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 7.4 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall will be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 7.4 for the assertion of claims under this Agreement are the result of arms’ arm’s-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.

Survival Period. All of the The representations and warranties of made by the Sellers and Buyer (other than parties herein shall not be extinguished by the Fundamental Representations and the Statutory Representations) contained in this Agreement Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until the date that is 24 connection therewith shall be asserted not later than, eighteen (18) months following the Closing Date; provided, however, that (a) the Fundamental Representations (other than Section 3.9 (Intellectual Property) and Section 3.12 (Tax Matters)) shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in full force and effect until the longer indefinitely, (b) each of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties contained in Section 3.9 (including any extensions or tollings thereofIntellectual Property) and the Statutory Representations shall survive the Closing until, and continue all claims for indemnification in full force connection therewith shall be asserted not later than, twenty-four (24) months following the Closing Date, (c) each of the representations and effect until warranties contained in Section 3.12 (Tax Matters) and Section 3.13 (Seller Benefit Plans) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, thirty (30) days after following the expiration of all applicable statutes any statute of limitations otherwise applicable to claims relating the rights of any Person to the subject matter of bring any claim with respect to such representations matters, and warranties (including d) any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter andthat constitutes fraud, as to any such claimintentional misrepresentation or intentional breach, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms orwithout limitation as to time, if no term is applicable, until and the expiration period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. The covenants and agreements of the statute of parties hereunder shall survive without limitation in respect of any such as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the breach of such covenant; providedforegoing, howeverif, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such item, then, by contract, claim is finally resolved or disposed of in accordance with the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesterms hereof.

Survival Period. All of the representations and warranties of the Sellers and Buyer (other than the Fundamental Representations and the Statutory Representationsi) contained in this Agreement shall survive the Closing and continue in full force and effect until the date that is 24 months following the Closing Date; provided, however, the The Parent Fundamental Representations shall survive the Closing and continue in full force and effect until the longer for a period of the sixth anniversary of six years after the Closing Date Date, (ii) the Company’s and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such Seller Parties’ representations and warranties (including any extensions or tollings thereof) contained in Section 3.4 and the Statutory Representations Section 4.5 shall survive the Closing and continue in full force and effect for a period of 20 years after the Closing Date, (iii) the Company Fundamental Representations (other than those contained in Section 3.4 and Section 4.5) shall survive the Closing and continue in full force and effect for a period of six years after the Closing Date, (iv) the Seller Parties’ and the Company’s representations and warranties contained in Section 3.21 relating to tax matters shall survive the Closing until thirty (30) 60 days after the expiration of all the applicable statutes statute of limitations otherwise applicable to claims relating to limitations, and (v) any claim involving Fraud shall survive for a period of 20 years after the subject matter of such representations and warranties (including any extensions or tollings thereof); provided furtherClosing Date, except in each case that any written claim for breach of any representation or warranty contained in this Agreement thereof made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party Party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party Party making such claim. The covenants representations and warranties of the Parties, other than (a) the Company Fundamental Representations, (b) the Parent Fundamental Representations, (c) the Seller Parties’ and the Company’s representations and warranties contained in this Agreement Section 3.21 relating to tax matters, or (d) claims involving Fraud, shall not survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties Parties further acknowledge and agree that the time periods set forth in this Section 7.2 10.1 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties Parties and that they intend for the time periods to be enforced as agreed by the partiesParties. Other than (w) the Parent Fundamental Representations, (x) the Company Fundamental Representations, (y) the Seller Parties’ and the Company’s representations and warranties contained in Section 3.21 relating to tax matters and (z) claims involving Fraud, which shall survive the Closing, as and to the extent provided in this Section 10.1 above, no other representations and warranties of any of the Parties in this Agreement shall survive the Closing and all of such other representations and warranties shall expire at the Closing.

Survival Period. All of the The representations and warranties of made by the Sellers and Buyer (other than parties herein shall not be extinguished by the Fundamental Representations and the Statutory Representations) contained in this Agreement Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until connection therewith shall be asserted not later than, the date that is 24 months following two-year anniversary of the Closing Date; provided, however, that (a) each of the Fundamental Representations representations and warranties contained in Section 2.1 (Organization; Standing and Power; Subsidiaries), Section 2.3 (Authority; Binding Nature of Agreement), Section 2.5 (Capitalization), Section 3.1 (Corporate Existence and Power) and Section 3.2 (Authorization), and any claim for fraud or intentional misconduct shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in full force indefinitely, and effect until the longer (b) each of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties contained in Section 2.16 (including any extensions or tollings thereofTax Matters), Section 2.17 (Employee Benefit Plans), Section 2.18 (Employee Matters), Section 2.19 (Labor Matters) and the Statutory Representations Section 2.20 (Environmental Matters) shall survive the Closing until, and continue all claims for indemnification in full force and effect until thirty (30) days after connection therewith shall be asserted not later than the date of expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute rights of limitations any Person to bring any claim with respect to such item matters. The covenants and agreements of the parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be reduced asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the shortened survival period contemplated hereby. The parties further acknowledge close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and agree that such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesterms hereof.

Survival Period. All of the The representations and warranties of made by the Sellers and Buyer (other than parties herein shall not be extinguished by the Fundamental Representations and the Statutory Representations) contained in this Agreement Closing, but shall survive the Closing for, and continue all claims for indemnification in full force and effect until the date that is 24 connection therewith shall be asserted not later than 12 months following the Closing Date; provided, however, that (a) each of the Fundamental Representations representations and warranties contained in Section 2.1 (Organization; Standing and Power; Subsidiaries), Section 2.3 (Authority; Binding Nature of Agreement), Section 2.5 (Capitalization), Section 2.8 (Title to and Sufficiency of Assets), Section 2.20 (Environmental Matters), Section 2.22 (Related Party Transactions), Section 2.26 (Finder’s Fee), Section 3.1 (Corporate Existence and Power) and Section 3.2 (Authorization; Binding Nature of Agreement) shall survive the Closing for a period of five (5) years, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in full force for a period of five (5) years following the Closing Date, and effect until the longer (b) each of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties contained in Section 2.16 (including any extensions or tollings thereofTax Matters), Section 2.17 (Employee Benefit Plans) and the Statutory Representations Section 2.18 (Employee Matters) shall survive the Closing until, and continue all claims for indemnification in full force and effect until thirty connection therewith shall be asserted not later than sixty (3060) days after following, the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute rights of limitations any Person to bring any claim with respect to such item shall be reduced matters. Notwithstanding the foregoing, if, prior to the shortened survival period contemplated hereby. The parties further acknowledge close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and agree that such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesterms hereof.

Survival Period. All of To the representations and warranties of greatest extent permitted by the Sellers and Buyer (applicable Law, other than the Fundamental Representations and the Statutory Representations) contained in this Agreement as result of fraud or intentional misrepresentation, which shall survive the Closing and expire upon the lapse of the applicable statute of limitations (including all periods of extension), all representations and warranties made by any Seller or Buyer in this Agreement or in the certificate delivered pursuant to Section 7.6 or Section 8.8 shall survive the Closing until eighteen (18) months after the Closing (the expiration date of the foregoing different survival periods, collectively "Expiration Date") and shall expire then. Neither Buyers nor any of the Buyer Indemnified Parties shall be entitled to bring any claim with respect to the representations and warranties under this Agreement against Sellers following the applicable Expiration Date. The representations and warranties made by Sellers shall terminate and expire as of the applicable Expiration Date and any liability of Sellers with respect to such representations and warranties shall thereupon cease. To avoid any doubt, claims made by any Buyer based upon or arising out the representations, warranties, covenants or agreements in this Agreement may be asserted at any time prior to the expiration of the applicable survival period; provided, that the expiration of the survival periods shall not affect the rights of any Buyer or any Buyer Indemnified Party in respect of any claim for which a Claim Notice is made in accordance with Section 9.4 and Section 9.5 prior to the expiration of the applicable survival period indicated herein. To the greatest extent permitted by the applicable Law, all covenants and agreements contained in this Agreement or in any certificate or other instrument delivered pursuant to, or in connection with, this Agreement will survive the Closing and shall continue to remain in full force and effect until the date that is 24 months following in perpetuity after the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and continue unless they terminate earlier in full force and effect until the longer of the sixth anniversary of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions accordance with their express terms or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, if no term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesfully performed.

Survival Period. All The representations and warranties of the Parties contained in this Agreement will survive until the date that is 18 months after the Closing Date (the “Expiration Date”); except, that, (a) the Expiration Date for the Fundamental Representations will be the date that is 60 days after the expiration of the applicable statute of limitations, (b) the Expiration Date for any claims relating to a breach of the representations and warranties of the Sellers set forth in Section 3.14 (Labor and Buyer Employment Matters), Section 3.15 (other than the Fundamental Representations Environmental Matters), Section 3.18(c) (Intellectual Property), Section 3.23 (Warranty; Product Liability and the Statutory RepresentationsRelated Matters) contained in this Agreement shall survive the Closing and continue in full force and effect until Section 3.28 (CARES Act) will be the date that is 24 months following the Closing Date; provided, however, the Fundamental Representations shall survive the Closing and (c) any claims pending on any Expiration Date for which notice has been given in accordance with Section 12.5 on or before such Expiration Date may continue in full force to be asserted and effect indemnified against until the longer finally resolved. All of the sixth anniversary covenants and agreements of the Closing Date and the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof) and the Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) days after the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty Parties contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall will survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the party making such claim. The covenants contained in this Agreement shall survive after the Closing Date until they are otherwise fully performed or terminated by their respective terms or, if no not term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however, however that any of Xxxx’x or any of the Sellers’ or BuyerSeller’s covenants to be performed at or prior to the Closing shall terminate at Closingon the date that is eight months after the Closing Date. It is Notwithstanding the express intent of foregoing, the parties that, if the applicable survival period for an item as contemplated by time limitations set forth in this Section 7.2 is shorter than 12.2 shall not apply in the statute event of limitations that would otherwise have been applicable to such itemfraud, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated herebyintentional misrepresentation or willful misconduct. The parties Parties further acknowledge and agree that the time periods set forth in this Section 7.2 12.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the partiesParties. Notwithstanding anything to the contrary in this Agreement, the survival periods set forth in this Section 12.2 shall not affect or otherwise limit any claim made or available under the R&W Policy. Notice from Buyer to any of the Sellers or Xxxx of a claim against the R&W Policy shall constitute a valid written notice for the purposes of the tolling of the periods set forth in this Section 12.2.