Common use of Survival Period Clause in Contracts

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties shall survive until the last day of the Parties fifteenth (15th) month following the month in which the Closing Date occurs, except that (i) the representations and warranties contained herein shall not be extinguished by the Closing, but in Sections 2.11 (Employee and Labor Matters; Benefit Plans) and 2.14(h) and 2.14(i) (Tax Matters) shall survive until the Closing forexpiration of the applicable statute of limitations, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12ii) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 2.15 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(aEnvironmental Matters) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), shall survive until the earlier of the expiration of the applicable statute of limitations and five (5) years from the Closing without limitation as to timeDate, and (iii) the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations representation and warranties contained in Section 4.18 Sections 2A.1 (Company Benefit PlansTitle to Shares), Section 4.19 2B.1 (Labor RelationsTitle to Hill SPA and Hill Gross-Up Payment), 2.3(a) and Subsections 4.22(c(b), 4.22(f2A.2 and 2B.2 (Authority), 2.2 (Capital Structure) or 4.22(g) of Section 4.22 and 2.19 (Intellectual PropertyAffiliate Transactions) (such representations and warranties set forth in this clause (iii) are hereinafter referred to collectively as the “Extended Stockholder Surviving Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and (iv) the period during which a claim for indemnification may be asserted representations and warranties contained in connection therewith Section 2.12 (Properties and Assets) (but only with respect to representations and warranties as to title) shall continue indefinitelysurvive until four (4) years after the Closing Date. Notwithstanding the foregoing, if, prior to before the close of business on the last day a claim for indemnification may be asserted hereunderof the applicable survival period as indicated above, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder under Section 7.1 or 7.2 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 claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 4.15 (Tax Returns; Taxes), Section 4.30 4.27 (Brokers, Finders and Investment Bankers), ) and Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; and further provided, howeverfurther, that the representations and warranties contained in Section 4.18 4.15 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(fTax Returns; Taxes) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date only until the sixtieth date that is sixty (60th60) day days after the expiration of the respective statutes applicable statute of limitation for claims applicable to the matters covered therebylimitations. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of made by the Parties contained parties herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the two-year anniversary of the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 2.1 (Organization; Standing and Power; Subsidiaries), Section 2.3 (Authority; Binding Nature of Agreement), Section 2.5 (Capitalization), Section 4.2 3.1 (Corporate Existence and Power) and Section 3.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), 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 indefinitely; , and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 2.16 (Company Tax Matters), Section 2.17 (Employee Benefit Plans), Section 4.19 2.18 (Employee Matters), Section 2.19 (Labor Relations), Matters) and Subsections 4.22(c), 4.22(fSection 2.20 (Environmental Matters) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until until, and all claims for indemnification in connection therewith shall be asserted not later than the sixtieth (60th) day after the date of expiration of the respective statutes any statute of limitation for claims limitations applicable to the matters covered therebyrights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of made by the Parties contained Company herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve fifteen (1215) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 3.1 (Organization; Standing and Power; Subsidiaries); Section 3.3 (Authority; Binding Nature of Agreement); Section 3.4(a) (Absence of Restrictions and Conflicts); Section 3.5 (Capitalization), ; Section 4.2 3.27 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of EquityFinder’s Fee) (collectively, the “Fundamental Core 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 indefinitely; and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 3.14 (Intellectual Property); Section 3.18 (Tax Matters); Section 3.19 (Company Benefit Plans), ; and Section 4.19 3.22 (Labor Relations), and Subsections 4.22(c), 4.22(fEnvironmental Matters) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth until, and all claims for indemnification in connection therewith shall be asserted not later than, ninety (60th90) day after days following, the expiration of the respective statutes any statute of limitation for claims limitations applicable to the matters covered thereby. The covenants rights of any Person to bring any claim with respect to such matters, and agreements (c) any claim for any Losses arising from any breach of, or inaccuracy in, the representations and warranties in the event of fraud or intentional breach committed by any of the Parties hereunder Company or any Company 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof. The representations and warranties of the Company Stockholders contained in Article IV shall survive the Effective Time until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time.

Survival Period. The representations and warranties of the Parties parties contained herein shall not be extinguished by the Closing, but shall survive the Closing foruntil, and all claims for indemnification in connection therewith shall be asserted not later than, twelve than twenty-four (1224) months following the Closing Date; provided, however, except that each of the representations and warranties contained in Section 4.1 Sections 5.1 (Organization; CapitalizationOrganization and Good Standing), Section 4.2 5.2 (Authorization), Section 4.7(a) 5.3 (Title to AssetsConflicts; Consents of Third Parties), and Section 4.16 5.7 (Tax Returns; TaxesSufficiency), Section 4.30 5.16 (Brokers, Finders and Investment Bankers), Section 5.1 5.21 (Authorization and Validity Transactions With Affiliates; Sharing of AgreementAssets; Continuity of Operations), 5.26 (Purchase Entirely for Own Account), 5.28 (Restricted Securities) and Section 5.3 5.29 (Ownership of EquityLegend) (collectively, the “Fundamental Specified Representations”), ) and indemnification in connection therewith shall survive the Closing without limitation. The covenants and agreements of the parties hereunder shall survive without limitation as to time, and nothing contained herein shall limit the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 asserted in connection therewith shall continue indefinitelytherewith. Notwithstanding the foregoing, if, prior to the 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 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 terms hereof.

Survival Period. The representations and warranties of the Parties contained herein set forth in this Agreement and in any certificate delivered in connection herewith shall not be extinguished by the Closing, but continuing and shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months a period of one year following the Closing Date; providedPROVIDED, howeverHOWEVER, that each in the case of all representations and warranties, there shall be no such termination with respect to any such representation or warranty as to which a bona fide claim has been asserted by written notice of such claim delivered to the party or parties making such representation or warranty prior to the expiration of the representations survival period. The covenants and warranties contained agreements, including but not limited to indemnification obligations, set forth in Section 4.1 this Agreement and in any certificate or instrument delivered in connection herewith shall be continuing and survive Closing; PROVIDED, HOWEVER, that the indemnification obligations of the parties hereto (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(ai) (Title set forth in SECTIONS 11.1(A) and 11.2(A) with respect to Assets)a breach of a representation or warranty shall terminate at the time such particular representation or warranty shall terminate, and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreementii) set forth in SECTIONS 11.1(B) and Section 5.3 11.2(B) shall terminate one year following the Closing Date. The indemnification obligations set forth in SECTION 11.1(C) AND SECTIONS 11.2(C) AND (Ownership of EquityD) (collectively, 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) eighteen months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) 4.7 (Sufficiency of and Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 4.15 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”Organization), Section 5.2 (Authorization), Section 5.18 (Brokers, Finders and Investment Bankers) 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; , and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 4.10 (Company Tax Returns; Taxes), Section 4.17 (Benefit Plans), Section 4.19 4.18 (Labor Relations), and Subsections 4.22(cSection 5.7 (Tax Returns; Taxes), 4.22(f) or 4.22(g) of Section 4.22 5.6 (Intellectual Property) (the “Extended Representations”AXLX Benefit Plans), and Section 5.14 (Labor Relations) shall survive the Closing Date until the sixtieth until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60th60) day after days following, the expiration of the respective statutes any statute of limitation for claims limitations applicable to the matters covered therebyrights of any Person to bring any claim with respect to such 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein and the indemnification obligation of the Seller and the Partner Parties set out in Section 12.1(a)(vii) shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) 4.7 (Sufficiency of and Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 4.18 (Seller Benefit Plans), Section 4.22(d) (Intellectual Property), Section 4.23 (Affiliate Matters), Section 4.25 (Licenses), Section 4.29 (Brokers, Finders and Investment Bankers), Section 4.31 (Investment Representations), Section 5.1 (Authorization and Validity of Agreement), Section 6.1 (Organization), Section 6.2 (Authorization), Section 6.4 (Capitalization of the Parent) and Section 5.3 6.5 (Ownership Issuance of EquityShares) (collectively, the “Fundamental Surviving 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations Buyer Fundamental Representations and warranties of the Parties Fundamental Representations contained herein shall not be extinguished by the Closing, but in this Agreement shall survive the Closing for, and all claims for indemnification continue in connection therewith shall be asserted not later than, twelve (12) months following full force and effect until the 24-month anniversary of the Closing Date, except in each case that any written claim for breach 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 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 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 each any of the Company’s, Sellers’, Additional Sellers’ or Blocker’s covenants to be performed at or prior to the Closing shall terminate at the Closing. For purposes of this Agreement, the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectivelythe Company, the “Sellers, the Additional Sellers or Blocker Seller other than the Fundamental Representations”), Representations shall not survive the Closing without limitation as to time, Closing. The Parties further acknowledge and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, agree that the representations time periods set forth in this Section 13.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (that they intend for the “Extended Representations”), shall survive time periods to be enforced as agreed by the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereofparties.

Survival Period. The representations and warranties of the Parties parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve three (123) months years following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 3.01 (Organization; CapitalizationPower, Authority and Organization of the Shareholders), Section 4.2 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.7(a) 4.02 (Title to AssetsAuthorized and Outstanding Stock), and Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Tax Returns; TaxesCollective Bargaining), Section 4.30 4.17 (Brokers, Finders and Investment BankersLabor Disputes), Section 5.1 4.19 (Authorization and Validity of Agreement) and Environmental Matters), Section 5.3 4.27 (Ownership of EquityTax Matters), Section 4.28 (Brokerage) (collectively, the “Fundamental Surviving 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.. 10.05

Survival Period. The representations and warranties of made by the Parties contained parties herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) than 12 months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 2.1 (Organization; Standing and Power; Subsidiaries), Section 2.3 (Authority; Binding Nature of Agreement), Section 2.5 (Capitalization), Section 4.2 2.8 (AuthorizationTitle to and Sufficiency of Assets), Section 4.7(a) 2.20 (Title to Assets), and Section 4.16 (Tax Returns; TaxesEnvironmental Matters), Section 4.30 2.22 (Brokers, Finders and Investment BankersRelated Party Transactions), Section 5.1 2.26 (Authorization Finder’s Fee), Section 3.1 (Corporate Existence and Validity Power) and Section 3.2 (Authorization; Binding Nature of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), shall survive the Closing without limitation as to timefor a period of five (5) years, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; for a period of five (5) years following the Closing Date, and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 2.16 (Company Benefit PlansTax Matters), Section 4.19 2.17 (Labor Relations), Employee Benefit Plans) and Subsections 4.22(c), 4.22(fSection 2.18 (Employee Matters) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder shall survive without limitation as to timeuntil, and the period during which a claim all claims for indemnification may be asserted in connection therewith shall continue indefinitelybe asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. Notwithstanding the foregoing, if, prior to the 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 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 terms hereof.

Survival Period. The representations and warranties of the Parties parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve three (123) months years following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 3.01 (Organization; CapitalizationPower, Authority and Organization of the Shareholders), Section 4.2 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.7(a) 4.02 (Title to AssetsAuthorized and Outstanding Stock), and Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Tax Returns; TaxesCollective Bargaining), Section 4.30 4.17 (Brokers, Finders and Investment BankersLabor Disputes), Section 5.1 4.19 (Authorization and Validity of Agreement) and Environmental Matters), Section 5.3 4.27 (Ownership of EquityTax Matters), Section 4.28 (Brokerage) (collectively, the “Fundamental Surviving 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties parties contained herein shall not be extinguished by in Articles III and IV hereof and in the Closing, but Related Instruments (if any) shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following until the second anniversary of the Closing Date; provided, however, that each (i) the representations and warranties of Seller in Section 3.7(b) shall survive the Closing until the fourth anniversary of the Closing Date and (ii) the representations and warranties of Seller in Sections 3.2, 3.7(a) and 3.15 hereof and Purchaser in Sections 4.2, 4.6 and 4.7 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 representation or warranty. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 8.1, no claims (other than claims of, or causes of action arising from, fraud) may be brought based upon, directly or indirectly, any of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, this Agreement or in 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day Related Instruments after the expiration of the respective statutes of limitation for claims applicable Survival Period with respect to the matters covered therebysuch representation and warranty. The covenants and agreements of the Parties hereunder parties hereto contained herein shall survive without limitation as to time, and in accordance with their respective terms. In the period during which a event notice of any 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, an Indemnifying Party under Section 8.2(a)(i) or 8.2(b)(i) hereof shall have been properly notified of a claim for indemnity hereunder given within the applicable Survival Period and such claim shall has not have been finally resolved or disposed by the expiration of at such dateSurvival Period, the representations and warranties that are the subject of such claim shall continue to survive and shall remain a basis for indemnity hereunder the end of the Survival Period of such representations or warranties until such claim is finally resolved or disposed of in accordance resolved, but such representations and warranties shall only survive with the terms hereofrespect to such asserted claim.

Survival Period. The representations and warranties of the Parties ---------------- parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve eighteen (1218) months following the Closing Date; provided, however, that each of the representations and warranties -------- ------- contained in Section 4.1 3.01 (Organization; CapitalizationPower, Authority and Organization of the Seller), Section 4.2 3.03 (Ownership of the MSAI Shares), Section 3.05 (Xxxx-Xxxxx-Xxxxxx Act), Section 4.01 (Organization and 44 Authorization), Section 4.7(a) 4.02 (Title to AssetsAuthorized and Outstanding Stock), and Section 4.16 4.28 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of AgreementBrokerage) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; and further provided, howeverfurther, that the representations and -------- ------- warranties contained in Section 4.18 4.09 (Company Benefit PlansReal Property), Section 4.10 (Personal Property), Section 4.14 (Employees), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Labor RelationsEnvironmental Matters), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 4.27 (Intellectual Property) (the “Extended Representations”Tax Matters), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes applicable statute of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder shall survive without limitation as to timelimitations, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelyuntil such expiration of the applicable statute of limitations. (all of the foregoing representations and warranties specifically identified in this section 10,04 are collectively, referred to as the "Surviving Representations"). ------------------------- Notwithstanding the foregoing, if, prior to the 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 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 terms hereof.

Survival Period. The representations and warranties of the Parties ---------------- parties contained herein shall not be extinguished by the ClosingClosing Date, but shall survive the Closing Date for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve eighteen (1218) months following the Closing Date; provided, however, that each of the representations and -------- ------- warranties contained in Section 4.1 3.01 (Organization; CapitalizationPower, Authority and Organization of the ------------ Sellers), Section 4.2 3.03 (Ownership of the Cotton Equity Interests), Section 4.01 ------------ ------------ (Organization and Authorization), Section 4.7(a) 4.02 (Title to AssetsAuthorized and Outstanding ------------- Stock), Section 4.15 (Employee Benefits), Section 4.19 (Environmental Matters), ------------ ------------ Section 4.27 (Tax Matters), and Section 4.16 4.28 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of EquityBrokerage) (collectively, the “Fundamental ------------- ------------ "Surviving Representations”), ") shall survive for a period of four (4) years -------------------------- following the Closing without limitation as to timeDate, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 during such four (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f4) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered therebyyear period. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations representations, warranties and warranties of covenants made by ULHL in this Agreement and the Parties contained herein Supplemental Agreement shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) 24 months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), Representations shall survive the Closing without limitation as to timefor 7 years, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day up to 7 years after the expiration date of this Agreement. Notwithstanding the respective statutes of limitation for claims applicable foregoing, if, prior to the matters covered therebyclose of business on the last day a claim for indemnification may be asserted under this ARTICLE XI, the Indemnifying Party 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 All representations, warranties and covenants made by the Buyer shall continue in accordance with their respective terms. Subject at all times to the limitations set forth in this ARTICLE XI, the covenants and agreements of the Parties hereunder parties pursuant to this ARTICLE XI shall survive 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 subject to the close applicable statutes 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 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 terms hereoflimitations.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve eighteen (1218) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title with respect to Assets)the Excepted Claims shall survive until, and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), shall survive the Closing without limitation as to time, and the period during which a claim all claims for indemnification may be asserted in connection therewith shall continue indefinitely; and further providedbe asserted not later than, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective applicable statutes of limitation for claims applicable to the matters covered therebylimitations. The covenants and agreements of the Parties hereunder Each covenant herein shall survive without limitation as to timeuntil, and the period during which a claim all claims for indemnification may be asserted in connection therewith shall continue indefinitelybe asserted not later than, the expiration of the period contemplated by its terms. Notwithstanding any of the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified in writing of a claim for indemnity indemnification 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 indemnification hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties ----------------- parties contained herein shall not be extinguished by the ClosingSecond Closing Date, but shall survive the Second Closing Date for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve eighteen (1218) months following the Second Closing Date; provided, however, that each of ------------------ the representations and warranties contained in Section 4.1 3.01 (Organization; CapitalizationPower, Authority ------------ and Organization of the Seller), Section 4.2 3.03 (Ownership of the C&B Shares), ------------ Section 4.01 (Organization and Authorization), Section 4.7(a) 4.02 (Title to AssetsAuthorized and ------------- ------------ Outstanding Stock), Section 4.15 (Employee Benefits), Section 4.19 ------------- ------------- (Environmental Matters), Section 4.27 (Tax Matters), and Section 4.16 4.28 ------------- ------------- (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of EquityBrokerage) (collectively, the “Fundamental "Surviving Representations”), ") shall survive for a ------------------------- period of four (4) years following the Closing without limitation as to timeDate, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 during such four (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f4) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered therebyyear period. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations All representations, warranties, covenants, and warranties agreements set forth in this Agreement or in any document or certificate delivered pursuant to Section 1.3 of the Parties contained herein shall not be extinguished by the Closing, but this Agreement shall survive the Closing forDate and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, and all claims for indemnification in connection therewith no Party shall be asserted not later thanentitled 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 this Section 6.1. For purposes of this Agreement, twelve (12a) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 Sections 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2 and 4.4 (Organization; Capitalization)each, Section 4.2 (Authorization), Section 4.7(a) (Title to Assets)an “Extended Warranty”, and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectivelytogether, the “Fundamental RepresentationsExtended Warranties”), ) shall survive until the third anniversary of the Closing without limitation as to timeDate, 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 twelve (12) months after the Closing Date. The covenants and agreements set forth in 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 agreements set forth in this Agreement and expressly stated to be (or otherwise required by this Agreement to be) performed to any extent after the Closing Date shall survive until fully discharged and performed, and any claims for indemnification in respect of a breach of such covenants to be performed in any respect after the Closing Date may be made at any time within the applicable statute of limitations. The Parties hereby agree that the foregoing is specifically intended to limit the time period during within which a party may file a claim, notwithstanding any applicable statute of limitations. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 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 further acknowledge that the time periods set forth in this Section 6.1 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. No Person entitled to indemnification under this Article 6 shall bring a claim for such indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation survival period for claims applicable to the matters covered thereby. 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 asserted in connection therewith shall continue indefinitelysuch claim. Notwithstanding the foregoing, ifnone of the time limitations set forth above shall apply in the case of fraud, prior to the 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 such claim shall not have been finally resolved willful breach 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 terms hereofintentional misrepresentation.

Survival Period. The All of the representations and warranties of the Parties Company, the Sellers and Buyer contained herein shall not be extinguished by the Closing, but in this Agreement shall survive the Closing for, and all claims for indemnification continue in connection therewith shall be asserted not later than, full force and effect until the twelve (12) months following month anniversary of the Closing Date, provided that the Fundamental Representations shall survive for the applicable statute of limitations with respect thereto plus sixty (60) days, provided 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 71 US-DOCS\102662145.20 date and delivered to the Party against whom indemnification is sought shall survive until final resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the 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 each any of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title Company’s or the Sellers’ covenants or agreements to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) performed at or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close Closing shall terminate at Closing. It is the express intent of business on the last day a claim parties that, if the applicable survival period for indemnification may be asserted hereunder, an Indemnifying Party shall item as contemplated by this Section 12.2 is shorter than the statute of limitations that would otherwise have been properly notified applicable to such item, then, by contract, the applicable statute of a claim 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 12.2 for indemnity hereunder the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue that they intend for the time periods to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with be enforced as agreed by the terms hereofparties.

Survival Period. The representations All representations, warranties, agreements, covenants and warranties obligations made or undertaken by the Agencies and the Shareholders in this Agreement are, whether specified as such or not, the joint and several representations, warranties, agreements, covenants and obligations of the Parties contained herein shall not be extinguished Agencies and the Shareholders, are material, have been relied upon by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”)Acquiror, shall survive the Closing without limitation hereunder, and shall not merge in the performance of any obligation by any Party; and, as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties, shall terminate or expire on the second (2nd) anniversary of the Closing, provided that such representations and warranties contained shall not terminate or expire, but shall continue, during the pendency of any Action brought in respect of such representations and warranties prior to the termination or expiration of such two (2) year period. Notwithstanding the above, all representations and warranties made by the Agencies and the Shareholders in this Agreement that in any manner relate to (i) Tax matters, (ii) environmental matters, (iii) title matters, (iv) employee benefits matters and (v) Section 4.18 of this Agreement (Company Benefit Planscollectively, the "Special Matters"), Section 4.19 (Labor Relations)or any of the foregoing, shall terminate or expire only upon the termination or expiration of all applicable statutes of limitation. All representations, warranties, agreements, covenants and Subsections 4.22(c), 4.22(f) obligations made or 4.22(g) of Section 4.22 (Intellectual Property) (undertaken by the “Extended Representations”), Acquiror in this Agreement shall survive the Closing Date until hereunder, and shall not merge in the sixtieth performance of any obligation by any Party; and, as to the representations and warranties, shall terminate or expire on the second (60th2nd) day after the expiration anniversary of the respective statutes Closing, provided that such representations and warranties shall not terminate or expire, but shall continue, during the pendency of limitation for claims applicable to the matters covered thereby. The covenants any Action brought in respect of such representations and agreements of the Parties hereunder shall survive 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, warranties prior to the close termination or expiration 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 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 terms hereoftwo (2) year period.

Survival Period. The representations and warranties of made by the Parties contained Company herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve eighteen (1218) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 2.1 (Organization; CapitalizationStanding and Power; Subsidiaries), Section 4.2 2.3 (AuthorizationAuthority; Binding Nature of Agreement), Section 4.7(a) 2.5 (Title to AssetsCapitalization), and Section 4.16 2.28 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of AgreementFinder’s Fee) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 2.10 (Company Benefit PlansIntellectual Property), Section 4.19 2.17 (Labor RelationsPrivacy and Data Protection), Section 2.18 (Tax Matters), Section 2.20 (Employee Matters), and Subsections 4.22(c), 4.22(fSection 2.22 (Environmental Matters) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60th60) day after days following, the expiration of the respective statutes any statute of limitation for claims limitations applicable to the matters covered thereby. The covenants rights of any Person to bring any claim with respect to such matters, and agreements (c) any claim for any Losses arising from any breach of, or inaccuracy in, the representations and warranties in the event of fraud or intentional breach committed by any of the Parties hereunder 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof. The representations and warranties contained in Section 3 shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. 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 asserted in connection therewith shall continue indefinitely.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 4.1(a)-(d) (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and ), Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), Section 6.1 (Organization), Section 6.2 (Authorization) and Section 6.4 (Issuance of Shares) 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; and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 4.7(b) (Title to Assets), Section 4.15 (Tax Returns; Taxes), Section 4.17 (Company Benefit Plans), Section 4.19 4.23 (Labor Relations)Affiliate Matters) and Section 4.30 (Brokers, Finders and Investment Bankers) shall continue until, and Subsections 4.22(call claims for indemnification in connection therewith shall be asserted not later than, the latest date a claim may be asserted pursuant to any applicable statute of limitations (or indefinitely, if no such statute of limitations applies), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder that involve actions to be taken prior to the Closing shall survive without limitation as until the Closing; provided that nothing herein shall be construed to time, limit a Party’s right to recovery with respect to a breach of any such covenant or agreement which occurred prior to the Closing. The covenants and agreements of the period during which a claim for indemnification may Parties hereunder that involve actions to be asserted taken or obligations in connection therewith effect after the Closing shall continue indefinitelysurvive in accordance with their terms. Notwithstanding the foregoing, if, prior to the 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 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 terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months until the date that is [***] following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) 4.7 (Title to Assets), and Section 4.16 4.14 (Tax Returns; Taxes), Section 4.30 4.26 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of AgreementOrganization), Section 5.2 (Authorization) and Section 5.3 5.7 (Ownership Capital Structure of EquityParent) (collectively, 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered therebydate that is [***]. The covenants and agreements of the Parties hereunder set forth in this Agreement, any Purchaser Ancillary Document or any Seller Ancillary Document shall survive without limitation until such time as to time, and they are fully performed in accordance with the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelyterms thereof. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunderexpiration date of the applicable representation or warranty or covenant or agreement, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of made by the Parties contained parties herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve than the later of (12i) 18 months following the Closing DateDate (ii) or the completion of the Holdback Milestones; provided, however, that each of (a) the representations Fundamental Representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), Warranties 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; , and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 3.15 (Company Tax Matters), Section 3.16 (Seller Benefit Plans), Section 4.19 3.17 (Employee Matters), Section 3.18 (Labor Relations), ) and Subsections 4.22(c), 4.22(fSection 3.19 (Environmental Health and Safety Matters) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60th60) day after days following, the expiration of the respective statutes any statute of limitation for claims limitations applicable to the matters covered therebyrights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties ---------------- parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve eighteen (1218) months following the Closing Date; provided, however, that each of the representations and -------- ------- warranties contained in Section 4.1 3,01 (Organization; CapitalizationPower, Authority and Organization of the Seller), Section 4.2 3,03 (Ownership of the CTSI Shares), Section 3.05 (Hart-Scott-Rodino Act), Secxxxx 0.00 (Xxxxxxzation and Authorization), Section 4.7(a) 4,02 (Title to AssetsAuthorized and Outstanding Stock), and Section 4.16 4,28 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of AgreementBrokerage) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; and further provided, howeverfurther, that the representations and warranties -------- ------- contained in Section 4.18 4.09 (Company Benefit PlansReal Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Labor RelationsEnvironmental Matters), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 4.27 (Intellectual Property) (the “Extended Representations”Tax Matters), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes applicable statute of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder shall survive without limitation as to timelimitations, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelyuntil such expiration of the applicable statute of limitations. (all of the foregoing representations and warranties specifically identified in this section 10.04 are collectively, referred to as the "Surviving Representations"). Notwithstanding the foregoing, ------------------------- if, prior to the 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 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 terms hereof.

Survival Period. The representations and warranties of the Parties contained herein and the indemnification obligation of the Seller and the Shareholder Parties set out in Section 12.1(a)(vii) shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) 4.7 (Sufficiency of and Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 4.18 (Seller Benefit Plans), Section 4.22(d) (Intellectual Property), Section 4.23 (Affiliate Matters), Section 4.25 (Licenses), Section 4.29 (Brokers, Finders and Investment Bankers), Section 4.31 (Investment Representations), Section 5.1 (Authorization and Validity of Agreement), Section 6.1 (Organization), Section 6.2 (Authorization), Section 6.4 (Capitalization of the Parent) and Section 5.3 6.5 (Ownership Issuance of EquityShares) (collectively, the “Fundamental Surviving 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties parties contained herein shall not be extinguished by the Closing, but in Articles III and IV hereof shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following until the second anniversary of the Closing Date; provided, however, that each the representations and warranties of Seller in Sections 3.2, 3.5 and 3.7 hereof and Purchaser in Sections 4.2 and 4.4 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 representation or warranty. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 8.1, no claims (other than claims of, or causes of action arising from, fraud) may be brought based upon, directly or indirectly, any of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day this Agreement after the expiration of the respective statutes of limitation for claims applicable Survival Period with respect to the matters covered therebysuch representation and warranty. The covenants and agreements of the Parties hereunder parties hereto contained herein shall survive without limitation as to time, and in accordance with their respective terms. In the period during which a event notice of any 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, an Indemnifying Party under Section 8.2(a)(i) or 8.2(b)(i) hereof shall have been properly notified of a claim for indemnity hereunder given within the applicable Survival Period and such claim shall has not have been finally resolved or disposed by the expiration of at such dateSurvival Period, the representations and warranties that are the subject of such claim shall continue to survive and shall remain a basis for indemnity hereunder the end of the Survival Period of such representations or warranties until such claim is finally resolved or disposed of in accordance resolved, but such representations and warranties shall only survive with the terms hereofrespect to such asserted claim.

Survival Period. The representations and warranties of the Parties parties contained herein shall not be extinguished by the Closing, but in Articles III and IV hereof shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) until the date that is 18 months following the Closing Date; provided, however, that each of the representations and warranties of Seller contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), 3.12 hereof 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; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day date that is 90 days after the expiration of the respective statutes applicable statute of limitation for claims applicable 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 matters covered therebypreceding sentence shall be the "Survival Period" with respect to such representation or warranty. Except as otherwise provided in this Section 8.1, the parties intend to shorten the statute of limitations and agree that no claims or causes of action may be brought against Purchaser or Seller based upon any of the representations or warranties contained in Articles III and IV hereof after the applicable Survival Period. The covenants and agreements of the Parties hereunder parties hereto contained herein shall survive without limitation as to timein accordance with their respective terms, and this Section 8.1 shall not limit any covenant or agreement of the period during which a parties that contemplates performance after the Closing. Notice of any claim for indemnification may under Sections 8.2(a)(i) or 8.2(b)(i) hereof shall be asserted in connection therewith shall continue indefinitely. Notwithstanding given within the foregoingapplicable Survival Period, ifbut if such claim has not been finally resolved by the expiration of such Survival Period, prior to the close representations and warranties that are the subject 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 such claim shall not have been finally resolved or disposed of at such date, survive with respect to 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 hereofresolved.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve fifteen (1215) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a4.7(c) (Title to Assets), and Section 4.16 4.15 (Tax Returns; Taxes), Section 4.30 4.29 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) ), (collectively, the “Fundamental Surviving 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 indefinitely; and further provided, however, that other than the representations and warranties contained in Section 4.18 4.15 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(fTaxes) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall which will survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes applicable statute of limitation for claims applicable to the matters covered therebylimitations plus 30 days. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations representations, warranties and warranties of the Parties contained herein covenants made by FTS in this Agreement shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve twenty-four (1224) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), 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 indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 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 hereunderunder this ARTICLE X, an the Indemnifying Party shall have been properly notified of a claim for indemnity hereunder under this ARTICLE X and such claim shall not have been finally resolved or disposed of at as of such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder under this ARTICLE X until such claim is finally resolved or disposed of in accordance with the terms hereofof this Agreement. All representations, warranties and covenants made by the Buyer shall continue in accordance with their respective terms. Subject at all times to the limitations set forth in this ARTICLE X, the covenants and agreements of the parties pursuant to this ARTICLE X shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, subject to applicable statutes of limitations.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) 24 months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) 4.7 (Sufficiency of and Title to Assets), and Section 4.16 4.23 (Tax Returns; TaxesAffiliate Matters), Section 4.30 4.27 (Brokers, Finders and Investment Bankers), ) and Section 5.1 (Authorization and Validity of AgreementAuthorization) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; , and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 4.15 (Company Tax Returns; Taxes), Section 4.17 (Seller Benefit Plans), Section 4.19 4.18 (Labor Relations), ) and Subsections 4.22(c), 4.22(fSection 4.20 (Environmental Health and Safety Matters) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60th60) day after days following, the expiration of the respective statutes any statute of limitation for claims limitations applicable to the matters covered therebyrights of any Person to bring any claim with respect to such 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of made by the Parties contained parties herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith therewith, and claims for indemnification pursuant to Section 8.1(g), shall be asserted not later than, twelve (12x) months following the eighteen (18) -month anniversary of the Closing DateDate or (y) the date that is forty-five (45) calendar days after the date on which the Purchaser receives a final audit report for the calendar year ending on December 31, 2014 that includes the financial results from the Company’s business for such period, whichever occurs first; provided, however, that (a) each of the representations and warranties contained in Section 4.1 (Organization; CapitalizationSections 2.1 through 2.3, 2.4(a), Section 4.2 (Authorization)2.5, Section 4.7(a) (Title to Assets)3.1, 3.2 and 3.5, and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”)any claim for fraud, 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; , (b) each of the representations and further providedwarranties contained in Sections 2.16, however2.17, 2.20, 2.25 and 2.26 shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, the date that is sixty (60) calendar days after the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters and (c) each of the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), 2.14 shall survive the Closing Date until until, and all claims for indemnification in connection therewith shall be asserted not later than, the sixtieth thirty-six (60th36) day after the expiration month anniversary of the respective statutes of limitation for claims applicable to the matters covered therebyClosing Date. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties ----------------- parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve eighteen (1218) months following the Closing Date; provided, however, that each of the representations and warranties ------------------- contained in Section 4.1 3.01 (Organization; CapitalizationPower, Authority and Organization of the Sellers), Section 4.2 3.03 (Ownership of the Company Shares), Section 4.02 (Organization and Authorization), Section 4.7(a) 4.03 (Title to AssetsAuthorized and Outstanding Stock), Section 4.15 (Employee Benefits), Section 4.19 (Environmental Matters), and Section 4.16 4.27 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of EquityMatters) (collectively, the “Fundamental "Surviving Representations”), ") shall survive until ----------------------------- sixty (60) days following the Closing without limitation as to timeexpiration of the applicable statute of limitations, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 for a period of sixty (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f60) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after days following the expiration of the respective statutes applicable statute of limitation for claims applicable to the matters covered therebylimitations. The covenants and agreements of the Parties parties hereunder shall survive 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) eighteen months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 5.1 (Organization; Capitalization), Section 4.2 5.4 (Authorization), Section 4.7(a) 6.1 (Title to Assets), and Section 4.16 (Tax Returns; TaxesOrganization), Section 4.30 6.2 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of AgreementAuthorization) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; , and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 5.5 (Company Benefit PlansTax Returns; Taxes), Section 4.19 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60th60) day after days following, the expiration of the respective statutes any statute of limitation for claims limitations applicable to the matters covered therebyrights of any Person to bring any claim with respect to such 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of made by the Parties contained parties herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months [****] following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, 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 indefinitely; , and further provided, however, that (b) each of the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), [****] shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder shall survive without limitation as to timeuntil, and the period during which a claim all claims for indemnification may be asserted in connection therewith shall continue indefinitelybe asserted not later than [****] following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. [****] Notwithstanding the foregoing, if, prior to the 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 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 terms hereof.

Survival Period. The representations and warranties of contained in ARTICLE 7 and in the Parties contained herein certificates delivered by (i) Seller pursuant to SECTION 6.4.2 and (ii) Purchaser pursuant to SECTION 6.5.3, and the limitations on Seller's liability in SECTION 7.7 hereof, shall not be extinguished by survive the Closing, but shall survive with said representations and warranties surviving the Closing for, execution and all claims delivery of the Deed for indemnification in connection therewith shall be asserted not later than, a period of twelve (12) months following the Closing Date; provided, however, that each of Date (the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets"REPRESENTATION EXPIRATION DATE"), and Section 4.16 no action based thereon shall be commenced either by Seller or Purchaser following the Representation Expiration Date; PROVIDED THAT, if written notice asserting a claim for breach of any such representation or warranty shall have been given by either party prior to the Representation Expiration Date and an action based thereon shall have been commenced prior to the expiration of the twelfth (Tax Returns; Taxes)12th) month following the Representation Expiration Date, Section 4.30 (Brokerssuch representation and warranty and any right to indemnification for breach thereof, Finders shall survive, to the extent of such claim only, until such claim is resolved. The indemnification and Investment Bankers), Section 5.1 (Authorization and Validity other agreements of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), parties set forth herein which expressly provide that they shall survive the Closing without limitation or the earlier termination of this Agreement shall not expire, except as specifically set forth in those Sections. Any rights a party may have in the event such party terminates this Agreement pursuant to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), terms hereof shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. 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 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, an Indemnifying Party 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 such claim is finally resolved or disposed of in accordance with the terms hereoftermination.

Survival Period. The representations and warranties set forth in Article 3 and Article 4 of the Parties contained herein shall not be extinguished by the Closing, but this Agreement shall survive the Closing for, and all claims continue in full force and effect for indemnification in connection therewith shall be asserted not later than, twelve a period of eighteen (1218) months following the Closing Datemonths; provided, however, that each of the representations and warranties contained in Section 4.1 : (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(ai) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), Representations shall survive the Closing without limitation as to time, and continue in full force and effect indefinitely or until the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelylatest date permitted by applicable law; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(fii) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), Regulatory Representations shall survive the Closing Date and continue in full force and effect until the sixtieth date that is sixty (60th60) day days after the expiration of the respective statutes applicable statute of limitation for claims applicable to the matters covered therebylimitations, if any (taking into account any tolling, waiver, mitigation or extension thereof). The All covenants and agreements contained in this Agreement (and in the corresponding covenants and agreements set forth in any of the Parties hereunder Transaction Documents) shall survive without limitation as the Closing and continue in full force and effect for eighteen (18) months after termination of Seller's employment or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for a shorter period, breaches thereof shall survive for said eighteen (18) month period or until the latest date permitted by applicable law. Notwithstanding anything herein to time, and the period during which contrary: (i) if written notice of a claim for indemnification may be asserted shall have been given in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, accordance with this Agreement on or prior to the close date that is thirty (30) days following the expiration of business on the last day a applicable survival period specified in this Section 7.4, the representations, warranties, covenants and agreements that are the subject of such claim shall survive (with respect to such claim) until such time as such claim has been fully and finally resolved; and (ii) any claim for indemnification may be asserted hereunder, an Indemnifying Party for fraud or intentional misrepresentation shall have been properly notified of a claim survive for indemnity hereunder and such claim shall not have been finally resolved said eighteen (18) month period 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 terms hereof.latest date permitted by applicable law