Common use of Survival Period Clause in Contracts

Survival Period. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) months following the Closing Date; provided, however, the representations and warranties of the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed).

Survival Period. If the Merger is consummated, the The representations and warranties of the Company ---------------- parties contained in this Agreement (and relevant portions of herein shall not be extinguished by the Company Disclosure Letter)First Closing or the Second Closing, and the other certificates contemplated hereby but shall survive the Closing Closings for, and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim all claims for indemnification pursuant to clause in connection therewith shall be asserted not later than, eighteen (a) or (b) of Section 11.1 after) the date that is fifteen (1518) months following the First Closing Date; provided, however, that -------- ------- the representations and warranties of the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative 3.01 (Power, Authority ------------ and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties Organization of the Company contained in Section 5.2 (Capital StructureSellers), Section 5.3(a) 3.03 (Authority; Noncontravention) Ownership of the Cotton Equity ------------ Interests), Section 4.01 (Organization and Authorization), Section 4.02 ------------- ------------- (Authorized and Outstanding Stock), Section 4.15 (Employee Benefits), Section ------------ ------- 4.19 (Environmental Matters), Section 4.27 (Tax Matters), and Section 5.11 4.28 ---- ------------- ------------ (TaxesBrokerage) (collectively, the “Fundamental "Surviving Representations”)") shall survive for a ------------------------- period of four (4) years following the First Closing Date, will remain operative and in full force and effect, until (and no Indemnified Person may bring the period during which a claim for indemnification relating to may be asserted in connection therewith shall continue during such Fundamental Representations afterfour (4) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraudyear period. If the Merger is consummated, all The covenants and agreements of the parties (including hereunder shall survive without limitation as to time, and the covenants set forth 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. In the event that Sellers exercise their Rescission Right, all of the obligations of the parties under this Article 7) X shall expire be cancelled and be of no further force or effect as of the Closingeffect, except to the extent such covenants and agreements that Seller shall be indemnified for any Seller Losses under Sections 10.02(a) or (b) that are ------------------------ based on intentional or knowing breaches or misrepresentations by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)Purchaser.

Survival Period. If the Merger is consummatedThe representations, the representations warranties, covenants and warranties agreements of the Company parties contained in this Agreement (and relevant portions or any of the Company Disclosure Letter), and the Ancillary Agreements or other certificates contemplated hereby or documents delivered by the Company, the Shareholder Representative or any of the Holders pursuant to this Agreement shall survive the Closing and remain in full force the consummation of the transactions contemplated hereby and effectthereby (and any examination, regardless of any or knowledge of, or investigation or disclosure made by or on behalf of any of party hereto), subject to the parties limitations set forth in this Section 8.5. The covenants and agreements contained in this Agreement and indemnification obligations under Section 8.1 and Section 8.2 with respect to breaches of, or failures to perform, any covenants or agreements contained in this AgreementAgreement shall survive the Closing indefinitely. The representations and warranties and indemnification obligations under Section 8.1 and Section 8.2 with respect to breaches of, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause or inaccuracies in, any representations or warranties shall survive the Closing (a) or (b) of Section 11.1 after) until the date that is fifteen six (156) months years after the Closing Date with respect to the Fundamental Representations, (b) until thirty (30) days following the Closing Date; provided, however, the representations and warranties expiration of the Company contained in Section 5.9 in so far as they relate all statutes of limitation (giving effect to any tolling thereof) applicable to the Specified IP Claim will remain operative matter in question with respect to the Tax Representations, and in full force and effect, (c) until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty eighteen (3018) months following after the Closing Date; and provided, further, that the Date with respect to all representations and warranties made in Articles III and IV other than the Fundamental Representations, the Tax Representations and the Litigation Matters; provided that any Excluded Claims shall not be subject to any of the Company time limitations set forth in this sentence and shall survive indefinitely. Notwithstanding anything to contrary contained in Section 5.2 (Capital Structure)herein, Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a if any Indemnification Notice of any claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 hereunder has been delivered in respect of any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith accordance herewith prior to the expiration of the Claims Period (applicable period set forth above, and prior with respect to the expiration Litigation Matters, the applicable covenants, agreements, representations and warranties and indemnification obligations shall continue with respect to such claim until the final resolution and satisfaction of such representations claim in accordance with the provisions of this Article VIII, and warranties) the Indemnifying Party shall indemnify the Indemnified Party for all Losses incurred in respect of such claim (subject to any applicable limitations herein), regardless of when such Losses are incurred. Parent shall retain from the payment of the applicable Holdback Amount a reasonable amount to cover potential costs, expenses or damages to be affected incurred by the expiration Indemnified Party, as determined by Parent in the reasonable exercise of its discretion, until such representations time as such claim has been fully and warranties; finally dismissed or adjudicated through a non-appealable order, or fully and provided furtherfinally settled, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummatedfully cured or compensated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)applicable.

Survival Period. If the Merger is consummated, the The representations and warranties of the Company Sellers and Buyer contained in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby shall survive the Closing and remain in full force and effectDate for a period of three (3) years, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (at which time they shall terminate and no Indemnified Person may bring a claim claims or causes of action for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) months following the Closing Dateshall be made thereunder; provided, however, that (a) the representations and warranties of the Company contained in Section 5.9 in so far as they relate 4.20 and Section 4.24 shall survive the Closing until ninety (90) days after the expiration of the statute of limitations applicable to the Specified IP Claim will remain operative and in full force and effectmatters covered thereby (giving effect to any waiver, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months following the Closing Datemitigation or extension thereof), if later; and provided, further, that (b) the representations and warranties of the Company contained in the first two sentences of Section 4.3 (Authorization), Section 4.6 (Capitalization), Section 4.7 (Title to Assets), Section 4.31 (No Broker), the first two sentences of Section 5.2 (Capital Structure), Section 5.3(a) (Authority; NoncontraventionAuthorization) and Section 5.11 5.9 (Taxes) (collectively, the “Fundamental Representations”No Broker), will remain operative and in full force any representations and effectwarranties fraudulently made, shall survive the Closing until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is set forth in an Claim Certificate delivered limitations applicable to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraudmatters covered thereby. If the Merger is consummated, all The covenants and agreements of the parties (including the covenants set forth contained in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements this Agreement shall survive the Closing until the date or period explicitly specified therein(andtherein or, if no date or period is specified thereinnot so specified, then such covenants and agreements until the expiration of the statute of limitations applicable to the matters covered thereby. The obligation of Sellers to indemnify Buyer for Excluded Liabilities shall survive the Closing until fully performed)the expiration of the statute of limitations applicable to the matters covered thereby. Notwithstanding the preceding sentences, any representation, warranty, covenant or agreement in respect of which indemnification may be sought under this Article 11 shall survive the time at which it otherwise would terminate pursuant to the preceding sentences if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. No representations, warranties, covenants or agreements of any party contained in any Transaction Document shall be deemed waived or otherwise affected by any investigation by or knowledge of any party.

Survival Period. If the Merger is consummated, All of the representations and warranties of the Company Sellers and Buyer (other than the Fundamental Representations and the Statutory Representations) contained in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby shall survive the Closing and remain continue in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, effect until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) 24 months following the Closing Date; provided, however, the representations Fundamental Representations shall survive the Closing and warranties of the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative and continue in full force and effect, effect until (the longer of the sixth anniversary of the Closing Date and no Acquiror Indemnified Person may bring a claim for indemnification the expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties after(including any extensions or tollings thereof) and the date that is Statutory Representations shall survive the Closing and continue in full force and effect until thirty (30) months following days after the Closing Date; and provided, further, that expiration of all applicable statutes of limitations otherwise applicable to claims relating to the subject matter of such representations and warranties (including any extensions or tollings thereof); provided further, in each case any written claim for breach of any representation or warranty contained in this Agreement made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the Company party making such claim. The covenants contained in Section 5.2 (Capital Structure)this Agreement shall survive the Closing until they are otherwise terminated by their respective terms or, Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effectif no term is applicable, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 limitation in respect of any such claim for the breach of such covenant; provided, however, any of the Sellers’ or Buyer’s covenants to be performed at or prior to the Closing shall terminate at Closing. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.2 is shorter than the statute of limitations that is would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge and agree that the time periods set forth in an Claim Certificate delivered this Section 7.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected enforced as agreed by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraudparties. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed).7.3

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

Survival Period. If the Merger is consummated, the The representations and warranties of the Company Parties contained in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby shall will survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) 18 months following after the Closing Date (the “Expiration Date”); providedexcept, howeverthat, (a) the representations and warranties of Expiration Date for the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim Fundamental Representations will remain operative and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) be the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) 60 days beyond after the expiration of the applicable statute of limitations; provided further, no right (b) the Expiration Date for any claims relating to indemnification pursuant to Article 11 in respect a breach of any claim that is the representations and warranties set forth in an Claim Certificate delivered Section 3.14 (Labor and Employment Matters), Section 3.15 (Environmental Matters), Section 3.18(c) (Intellectual Property), Section 3.23 (Warranty; Product Liability and Related Matters) and Section 3.28 (CARES Act) will be the date that is 24 months following the Closing Date, and (c) any claims pending on any Expiration Date for which notice has been given in accordance with Section 12.5 on or before such Expiration Date may continue to the Escrow Agent in good faith prior to the expiration be asserted and indemnified against until finally resolved. All of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including Parties contained in this Agreement will survive after the Closing Date until they are otherwise fully performed or terminated by their respective terms or, if not term is applicable, until the expiration of the statute of limitation in respect of any such claim for the breach of such covenant; provided, however that any of Xxxx’x or any of the Seller’s covenants to be performed at or prior to the Closing shall terminate on the date that is eight months after the Closing Date. Notwithstanding the foregoing, the time limitations set forth in Article 7) this Section 12.2 shall expire not apply in the event of fraud, intentional misrepresentation or willful misconduct. The Parties further acknowledge and agree that the time periods set forth in this Section 12.2 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be of no further force enforced as agreed by the Parties. Notwithstanding anything to the contrary in this Agreement, the survival periods set forth in this Section 12.2 shall not affect or effect as otherwise limit any claim made or available under the R&W Policy. Notice from Buyer to any of the Closing, except to Sellers or Xxxx of a claim against the extent such covenants and agreements by their terms contemplate performance R&W Policy shall constitute a valid written notice for the purposes of the tolling of the periods set forth in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)this Section 12.2.

Survival Period. If the Merger is consummated, the The representations and warranties of the Company Seller contained in Section 7.1 are made as of the Effective Date. Prior to the date of the Closing, Seller shall notify Buyer of any modifications to such representations that are required to make such representations true in all material respects, including any modifications arising from actions taken in compliance with Section 14. If any representation of Seller herein, although true as of the Effective Date, is no longer true at the Closing as a result of a matter, event or circumstance beyond Seller’s reasonable control, Buyer may not consider same as an event of default hereunder; but rather, in such case, Buyer may, at Buyer’s option and as Buyer’s sole and exclusive remedy, terminate this Agreement (and relevant portions of have the Company Disclosure Letter)Deposit refunded by Escrow Agent, whereupon the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the any rights and the other certificates contemplated hereby obligations that expressly survive herein. The representations and warranties set forth in Section 7.1 and in Seller’s Documents shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any to the date (the “Representation Termination Date”) occurring nine (9) months after the date of the parties to this AgreementClosing, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) months following the Closing Date; provided, however, the representations and warranties of the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to at which time such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire terminate and be of no further force or effect effect, except for any claims made prior to the Representation Termination Date as hereinafter set forth. All other representations and warranties made by Seller in this Agreement, unless expressly provided otherwise, shall not survive the Closing. In order to make a claim for damages based on the inaccuracy of any of the Closingrepresentations or warranties of Seller contained in Section 6.1 or in Seller’s Documents, except promptly after discovery of any such inaccuracy (but in any event prior to the extent Representation Termination Date), Buyer shall notify Seller in writing (a “Misrepresentation Notice”) that Buyer has discovered the existence of an inaccuracy in a warranty or representation (such covenants Misrepresentation Notice to describe the inaccuracy in reasonable detail). Thereupon, the claim set forth in such Misrepresentation Notice shall continue to survive until final resolution or settlement thereof. No post-Closing claim for breach of any representation or warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition, state of facts, circumstance or event of which Buyer had actual or deemed knowledge prior to the Closing. For purposes of this Section, the term “deemed knowledge” shall mean knowledge of any fact, condition, circumstance or event which is disclosed in this Agreement, Seller’s Documents, the Review Materials, the Tenant Estoppel Certificate, the reports or studies documenting the results of Buyer’s due diligence tests, investigations and agreements by their terms contemplate performance in whole inspections of the Property, the Title Commitment, the Existing Survey, the New Survey or in part after the Closingany other documents or materials delivered to, or obtained by, Buyer in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)connection with this Agreement.

Survival Period. If To the Merger is consummatedgreatest extent permitted by the applicable Law, the representations and warranties other than as result of the Company contained in this Agreement (and relevant portions of the Company Disclosure Letter)fraud or intentional misrepresentation, and the other certificates contemplated hereby which shall survive the Closing and remain in full force expire upon the lapse of the applicable statute of limitations (including all periods of extension), all representations and effect, regardless of any investigation or disclosure warranties made by any Seller or on behalf Buyer in this Agreement or in the certificate delivered pursuant to Section 7.6 or Section 8.8 shall survive the Closing until eighteen (18) months after the Closing (the expiration date of the foregoing different survival periods, collectively "Expiration Date") and shall expire then. Neither Buyers nor any of the parties Buyer Indemnified Parties shall be entitled to this Agreement, until (and no Indemnified Person may bring a any claim for indemnification pursuant with respect to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) months following the Closing Date; provided, however, the representations and warranties under this Agreement against Sellers following the applicable Expiration Date. The representations and warranties made by Sellers shall terminate and expire as of the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative applicable Expiration Date and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating any liability of Sellers with respect to such representations and warranties after) shall thereupon cease. To avoid any doubt, claims made by any Buyer based upon or arising out the date that is thirty (30) months following the Closing Date; and providedrepresentations, furtherwarranties, that the representations and warranties of the Company contained covenants or agreements in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person this Agreement may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of be asserted at any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith time prior to the expiration of the Claims Period (and prior to applicable survival period; provided, that the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration survival periods shall not affect the rights of any Buyer or any Buyer Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out Party in respect of any fraudclaim for which a Claim Notice is made in accordance with Section 9.4 and Section 9.5 prior to the expiration of the applicable survival period indicated herein. If To the Merger is consummatedgreatest extent permitted by the applicable Law, all covenants and agreements of the parties (including the covenants set forth contained in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole this Agreement or in part any certificate or other instrument delivered pursuant to, or in connection with, this Agreement will survive the Closing and shall continue to remain in full force and effect in perpetuity after the ClosingClosing Date, unless they terminate earlier in which case, such covenants and agreements shall survive until the date accordance with their express terms or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until have been fully performed).

Survival Period. If the Merger is consummated, the The representations and warranties of made by the Company contained in this Agreement (Company, the Participating Stockholders, Parent and relevant portions of the Company Disclosure Letter)Merger Sub herein shall not be extinguished by Closing, but shall survive Closing for, and the other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim all claims for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) in connection therewith shall be asserted not later than, 12 months following the Closing Date; provided, however, that the Core Representations and each of the representations and warranties of the Company contained in Section 5.9 3.18 (Tax Matters), Section 3.19 (Company Benefit Plans), Article IV (Representations and Warranties of the Participating Stockholders), and Article V (Representations and Warranties of Parent and Merger Sub) shall survive Closing until, and all claims for indemnification in so far as they relate connection therewith shall be asserted not later than, 60 days following, the expiration of any statute of limitations applicable to the Specified IP Claim will remain operative and in full force and effectrights of any Person to bring any claim with respect to such matters. Notwithstanding the foregoing, until (and no Acquiror Indemnified Person may bring if, prior to the close of business on the last day a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectivelymay be asserted hereunder, the “Fundamental Representations”)Stockholders’ Representative or Parent, will remain operative and as applicable, shall have been properly notified in full force and effect, until (and no Indemnified Person may bring accordance with Section 7.3(a) of a claim for indemnification relating 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. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.4 is shorter than the statute of limitations that would otherwise have been applicable to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of item, then, by contract, the applicable statute of limitations; provided further, no right limitations with respect to indemnification pursuant such item will be reduced to Article 11 in respect of any claim the shortened survival period contemplated hereby. The parties further acknowledge that is the time periods set forth in an Claim Certificate delivered this Section 7.4 for the assertion of claims under this Agreement are the result of arm’s-length negotiation among the parties and that they intend for the time periods to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected enforced as agreed by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)parties.

Survival Period. If The Parties, intending to modify any applicable statute of limitations, agree that, except in the Merger is consummatedcase of Fraud, (a) the representations and warranties of made by the Company contained and any Seller in this Agreement or in any certificates or documents delivered hereunder terminate and expire on the eighteen (and relevant portions 18)-month anniversary of the Company Disclosure Letter), and the other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) months following the Closing Date; provided, however, that (i) the Fundamental Representations shall terminate and expire on the five (5)-year anniversary of the Closing Date and (ii) the representations and warranties of made by the Company contained and any Seller in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative and in full force and effect, 3.15 (Tax Matters) shall continue until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months days following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the their applicable statute of limitations; provided furtherand (b) the representations and warranties made by Parent and Merger Sub in this Agreement shall terminate and expire on the eighteen (18)-month anniversary of the Closing Date; provided, that the Fundamental Representations made by Parent and Merger Sub shall terminate and expire on the five (5)-year anniversary of the Closing Date (each such applicable termination and expiration date, the applicable “Survival Period”); provided, however, that notwithstanding the foregoing or anything to the contrary contained herein, this Section 8.01 shall not limit any claim or recovery available to Parent, Merger Sub or the Surviving Company (or any additional insured) under the R&W Insurance Policy. The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no right specific term is specified, the covenants and agreements to indemnification pursuant be performed prior to Article 11 the Closing shall not survive the Closing and the covenants and the agreements to be performed after the Closing shall continue until thirty (30) days following their applicable statute of limitations. No Party shall have any liability with respect to claims first asserted in respect connection with any representation or warranty after the applicable Survival Period. In the event, however, that notice of any claim for indemnification (an “Indemnity Claim Notice”) is given to the other Party in accordance with Section 9.01 within the applicable Survival Period, the cause of action that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration subject of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements indemnification claim shall survive until the date or period specified therein(and, if no date or period such time as such claim is specified therein, then such covenants and agreements shall survive until fully performed)finally resolved.

Survival Period. If the Merger is consummatedThe representations, the representations warranties and warranties of covenants made by the Company contained and the Shareholders in this Agreement (and relevant portions of shall not be extinguished by the Company Disclosure Letter)Closing, and the other certificates contemplated hereby but shall survive the Closing for, and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim all claims for indemnification pursuant to clause in connection therewith shall be asserted not later than, twenty one (a) or (b) of Section 11.1 after) the date that is fifteen (1521) months following the Closing Date; provided, however, that (a) each of the Fundamental Representations shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; (b) each of the representations and warranties of the Company contained in Section 5.9 in so far as they relate to 2.12 (Intellectual Property) shall survive the Specified IP Claim will remain operative Closing for, and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim all claims for indemnification relating to such representations and warranties afterin connection therewith shall be asserted not later than, six (6) the date that is thirty (30) months years following the Closing Date; and provided, further, that (c) each of the representations and warranties in Section 2.15 (Environmental Matters), shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than 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; and (d) each of the Company representations and warranties contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 2.9 (Taxes) shall survive until, and all claims for indemnification in connection therewith shall be asserted not later than the later to occur of: (collectivelyi) the 180th day following the end of the period, if any, during which an assessment, reassessment or other form of document assessing liability for Taxes or Social Security contributions in respect of any fiscal year to which these representations and warranties extend could be issued to the “Fundamental Representations”)Company, will remain operative and in full force and effect(ii) 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, until (and no Indemnified Person may bring if, prior to the close of business on the last day a claim for indemnification relating may be asserted under this ARTICLE XI, the Shareholders shall have been properly notified of a claim for indemnity under this ARTICLE XI and such claim shall not have been finally resolved or disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this ARTICLE XI until such Fundamental Representations after) claim is finally resolved or disposed of in accordance with the date that is sixty (60) days beyond terms of this Agreement. All representations, warranties and covenants made by the expiration of Purchaser shall continue in accordance with their respective terms. Subject at all times to the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is limitations set forth in an Claim Certificate delivered to this ARTICLE XI, the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except pursuant to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements this ARTICLE XI shall survive until without limitation as to time, and the date or period specified therein(andduring which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)subject to applicable statutes of limitations.

Survival Period. If The representations and warranties of Company, the Merger is consummatedShareholders and Buyer contained in this Agreement shall survive the Closing for a period of twelve (12) months, provided that the Fundamental Representations shall survive until the sixth (6th) anniversary of the Closing Date (except for the representations and warranties of the Company contained set forth in this Agreement Section 3.20 (and relevant portions of the Company Disclosure LetterTaxes), and the other certificates contemplated hereby which shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) months following the Closing Date; provided, however, the representations and warranties of the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided furtherlimitations with respect to the underlying subject matter plus ninety (90) days). Those covenants of the Shareholders and Buyer that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms. If, no right at any time prior to 11:59 p.m. (ET) on the applicable survival date set forth in this Section 9.1, any Indemnified Party believes that it is reasonably likely to suffer or incur Losses subject to indemnification pursuant to Article 11 Section 9.2 or Section 9.3, as applicable, based on facts or circumstances known by the Indemnified Party, and delivers, in accordance with Section 9.4, a notice (an “Indemnity Claim Notice”) of a potential claim pursuant to Section 9.2 or Section 9.3, as applicable, in reasonable detail to the extent known (and regardless of whether litigation is commenced or a complaint in litigation is filed at such time), then the claim asserted in such Indemnity Claim Notice, all of the representations, warranties, covenants and agreements on which such claim is based (but only to the extent they relate to such claim), the right to commence a proceeding in respect thereof, and the right to recovery of Losses arising out of, related to or resulting from such claim, including Losses incurred or suffered on or after the applicable survival date, shall survive the survival date until such claim is fully and finally resolved. For the avoidance of doubt, Losses for which an Indemnified Party shall be entitled to recover pursuant to this Agreement in connection with any claim that is set forth in an Claim Certificate delivered made prior to the Escrow Agent in good faith prior to applicable survival date for such claim shall include any such Losses incurred or suffered on or after the expiration of the Claims Period (and prior applicable survival period. Notwithstanding anything to the expiration of such representations and warranties) shall be affected by contrary in this Agreement, the expiration of such representations and warranties; and provided further, that such expiration survival periods set forth in this Section 9.1 shall not affect the rights of any Indemnified Person under Article 11 or otherwise limit any claim made or available under the R&W Insurance Policies, or any claim relating to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)Fraud.

Survival Period. If the Merger is consummated, the The representations and warranties of made by the Company contained in this Agreement (and relevant portions of parties herein shall not be extinguished by the Company Disclosure Letter)Closing, and the other certificates contemplated hereby but shall survive the Closing for, and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim all claims for indemnification pursuant to clause in connection therewith shall be asserted not later than, eighteen (a) or (b) of Section 11.1 after) the date that is fifteen (1518) months following the Closing Date; provided, however, that (a) the Fundamental Representations (other than Section 3.9 (Intellectual Property) and Section 3.12 (Tax Matters)) shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, (b) each of the representations and warranties of the Company contained in Section 5.9 in so far as they relate to 3.9 (Intellectual Property) shall survive the Specified IP Claim will remain operative Closing until, and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim all claims for indemnification relating to such representations and warranties after) the date that is thirty in connection therewith shall be asserted not later than, twenty-four (3024) months following the Closing Date; and provided, further, that (c) each of the representations and warranties of the Company contained in Section 5.2 3.12 (Capital Structure), Section 5.3(a) (Authority; NoncontraventionTax Matters) and Section 5.11 3.13 (TaxesSeller Benefit Plans) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, thirty (collectively30) 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, and (d) any breach of any representation or warranty that constitutes fraud, intentional misrepresentation or intentional breach, shall survive the “Fundamental Representations”)Closing without limitation as to time, will remain operative and in full force and effect, until (and no Indemnified Person may bring the period during which a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 may be asserted in respect of any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) connection therewith shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraudcontinue indefinitely. If the Merger is consummated, all The covenants and agreements of the parties (including hereunder shall survive without limitation as to time, and the covenants set forth period during which a claim for indemnification may be asserted in Article 7) connection therewith shall expire and be of no further force or effect as of continue indefinitely. Notwithstanding the Closingforegoing, except if, prior to the extent 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 covenants and agreements by their terms contemplate performance in whole claim shall not have been finally resolved or in part after the Closing, in which casedisposed of at such date, such covenants claim shall continue to survive and agreements shall survive remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the date or period specified therein(and, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)terms hereof.

Survival Period. If the Merger is consummatedThe representations, the representations warranties and warranties of covenants made by the Company contained and the Members in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby Purchased Interest Certificate shall not be extinguished by the Closing, but shall survive the Closing for, and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim all claims for indemnification pursuant to clause in connection therewith shall be asserted not later than, twelve (a) or (b) of Section 11.1 after) the date that is fifteen (1512) months following the Closing Date; provided, however, that (a) each of the Fundamental Representations shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; (b) each of the representations and warranties of the Company contained in Section 5.9 2.12 (Intellectual Property) and Section 2.15 (Environmental Matters), shall survive the Closing until, and all claims for indemnification in so far as they relate connection therewith shall be asserted not later than 60 days following, the expiration of any statute of limitations applicable to the Specified IP Claim will remain operative rights of any Person to bring any claim with respect to such matters; and (c) each of the representations and warranties contained in full force Section 2.9 (Taxes) shall survive until, and effectall claims for indemnification in connection therewith shall be asserted not later than the later to occur of: (i) the 180th day following the end of the period, until if any, during which an assessment, reassessment or other form of document assessing liability for Taxes in respect of any taxation year to which these representations and warranties extend could be issued to the Company, and (and no Acquiror Indemnified ii) 60 days following the expiration of any statute of limitations applicable to the rights of any Person may 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 relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectivelymay be asserted under this ARTICLE X, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring Members’ Representative shall have been properly notified of a claim for indemnification relating indemnity under this ARTICLE X and such claim shall not have been finally resolved or disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this ARTICLE X until such Fundamental Representations after) claim is finally resolved or disposed of in accordance with the date that is sixty (60) days beyond terms of this Agreement. All representations, warranties and covenants made by the expiration of Purchaser shall continue in accordance with their respective terms. Subject at all times to the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is limitations set forth in an Claim Certificate delivered to this ARTICLE X, the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except pursuant to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements this ARTICLE X shall survive until without limitation as to time, and the date or period specified therein(andduring which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)subject to applicable statutes of limitations.

Survival Period. If the Merger is consummatedThe representations, the representations warranties and warranties of covenants made by the Company contained and the Stockholders in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby Purchased Share Certificate shall not be extinguished by the Closing, but shall survive the Closing for, and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim all claims for indemnification pursuant to clause in connection therewith shall be asserted not later than, twelve (a) or (b) of Section 11.1 after) the date that is fifteen (1512) months following the Closing Date; provided, however, that (a) each of the Fundamental Representations shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; (b) each of the representations and warranties of the Company contained in Section 5.9 2.12 (Intellectual Property) and Section 2.15 (Environmental Matters), shall survive the Closing until, and all claims for indemnification in so far as they relate connection therewith shall be asserted not later than 60 days following, the expiration of any statute of limitations applicable to the Specified IP Claim will remain operative rights of any Person to bring any claim with respect to such matters; and (c) each of the representations and warranties contained in full force Section 2.9 (Taxes) shall survive until, and effectall claims for indemnification in connection therewith shall be asserted not later than the later to occur of: (i) the 180th day following the end of the period, until if any, during which an assessment, reassessment or other form of document assessing liability for Taxes in respect of any taxation year to which these representations and warranties extend could be issued to the Company, and (and no Acquiror Indemnified ii) 60 days following the expiration of any statute of limitations applicable to the rights of any Person may 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 relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectivelymay be asserted under this ARTICLE X, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring Stockholders’ Representative shall have been properly notified of a claim for indemnification relating indemnity under this ARTICLE X and such claim shall not have been finally resolved or disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this ARTICLE X until such Fundamental Representations after) claim is finally resolved or disposed of in accordance with the date that is sixty (60) days beyond terms of this Agreement. All representations, warranties and covenants made by the expiration of Purchaser shall continue in accordance with their respective terms. Subject at all times to the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is limitations set forth in an Claim Certificate delivered to this ARTICLE X, the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except pursuant to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements this ARTICLE X shall survive until without limitation as to time, and the date or period specified therein(andduring which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, if no date or period is specified therein, then such covenants and agreements shall survive until fully performed)subject to applicable statutes of limitations.