Common use of Survival Period Clause in Contracts

Survival Period. The representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the expiration of eighteen (18) months following the Closing Date; provided, however, that (a) the representations and warranties set forth in Sections 5.1 (Organization and Corporate Power of Company), 5.2 (Organization and Corporate Power of Sensage International), 5.4 (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) and the representations and warranties made by the Shareholders in their Letters of Transmittal shall survive forever, and (b) the representations and warranties set forth in Sections 5.15 (Environmental Matters), 5.17 (Tax Matters), and 5.18 (Employee Benefit Plans) shall survive the Closing and continue in effect until forty five (45) days after the expiration of all applicable statute of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitor.

Survival Period. (a) The representations and warranties of the Parties contained set forth in this Agreement Articles II, III and IV shall survive the Closing and continue in effect until the expiration third anniversary of eighteen (18) months following the Closing Date; provided, however, that the representations and warranties contained in (ai) Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.8(b), 2.21, 3.1, 3.2, 3.3, 4.1, 4.2, 4.3 and 4.4, shall survive indefinitely and (ii) the representations and warranties set forth contained in Sections 5.1 (Organization and Corporate Power of Company), 5.2 (Organization and Corporate Power of Sensage International), 5.4 (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) and the representations and warranties made by the Shareholders in their Letters of Transmittal Section 2.13 shall survive forever, and (b) until the representations and warranties set forth in Sections 5.15 (Environmental Matters), 5.17 (Tax Matters), and 5.18 (Employee Benefit Plans) shall survive the Closing and continue in effect until forty five (45) days after six-month anniversary of the expiration of all the applicable statute statutes of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants thereof and agreements made by the Parties herein shall survive in accordance with their respective termsincluding, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted Section 2.13(p), the statutes of limitations applicable to any Taxable period to which an Apportioned Tax Attribute is carried forward) and (iii) the representation contained in connection Section 2.15 (to the extent relating to environmental matters) shall survive until the fifteenth anniversary of the Closing Date. (b) The period of time a representation or warranty survives the Closing pursuant to Section 9.1(a) shall be the "Survival Period" with respect to such representation or warranty. In the event notice of any claim for indemnification under Section 9.2 shall have been given within the applicable Survival Period and such claim has not been finally resolved by the expiration of such Survival Period, the representations or warranties that are the subject of such claim shall survive, solely for purposes of such claim, until such claim is finally resolved. (c) The right to indemnification, payment of Losses of a Buyer Indemnified Party or for other remedies based on any representation, warranty, covenant or agreement after obligation of Seller or O-I contained in or made pursuant to this Agreement or the applicable survival period. IfAdditional Agreements shall not be affected by any investigation conducted with respect to, howeveror any knowledge acquired (or capable of being acquired) at any time, an Indemnitee delivers with respect to an Indemnitorthe accuracy or inaccuracy of or compliance with, before expiration of the applicable survival period, a notice of claim for indemnification based upon a breach of a any such representation, warranty, covenant or agreement, then the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorobligation.

Survival Period. The representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the expiration of eighteen (18) months following the Closing Date; provided, however, that (a) the representations and warranties set forth in Sections 5.1 3.02 (Organization and Corporate Power of CompanyAuthorization), 5.2 3.03 (Organization and Corporate Power of Sensage InternationalNo Conflict or Violation), 5.4 3.05 (Capitalization and the Shares), 3.09(a) (Title to and Sufficiency of Assets), 4.01 (Authorization, Execution and Enforceability), 5.5 4.02 (No Conflict or Violation), 5.7 4.03 (Capital StockShares), 5.10(a) 4.06 (Title to PropertiesSecurities Act), 5.14 4.07 (BrokerageExperience), 6.1 and 4.08 (Organization, Standing and Power), 6.2 (Authorization, Execution and EnforceabilityWaiver of Certain Transfer Restrictions) and 6.6 (No Brokers) and the representations and warranties made by the Shareholders in their Letters of Transmittal shall survive forever, and (b) the representations and warranties set forth in Sections 5.15 3.15 (Environmental Matters), 5.17 3.16 (Intellectual Property), 3.17 (Tax Matters), and 5.18 3.18 (Employee Benefit Plans), 3.20 (Government Contracts and Subcontracts) and 3.22 (Improper and Other Payments) shall survive the Closing and continue in effect until forty five (45) days after the expiration of all applicable statute of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. IfIn the event, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a that notice of any claim for indemnification based upon a for breach of a representation, warranty, covenant or agreementagreement is given to the other Party in accordance with Section 12.01 within the applicable survival period, then the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitor.

Survival Period. (1) The representations and warranties of each party hereto contained in this Agreement (as modified by such party’s Disclosure Schedules), will survive for a period of thirty-six (36) months from the Parties Closing Date or as extended pursuant to subparagraphs 6.1(a) or 6.1(b) below (which shall be referred to as the “Survival Period” that shall be applicable thereto), at the end of which Survival Period they shall cease to have any force and effect, except as follow: (a) the Survival Period applicable with respect to any representation or warranty of Seller contained in Section 3.2 (Authorization), Section 3.5 (Title, Absence of Liens), Section 3.12 (Taxes), Section 3.20 (Sales and Use Tax) shall be equal to the statutory limitations period applicable thereto regardless of any investigation, verification, knowledge or approval by the Buyer, or by anyone on its behalf. (b) the Survival Period applicable with respect to any representation or warranty of Seller contained in Section 3.13 (Environmental) and Section 3.24 (Intellectual Property), shall be indefinite. (c) the Survival Period applicable with respect to any representation or warranty of Buyer contained in Section 4.2 (Authorization), shall be equal to the statutory limitations period applicable thereto under Delaware law. (2) The Survival Period for each covenant, obligation or agreement of each party hereto contained in this Agreement shall survive continue until such covenant has been fully performed, or waived in writing by the Closing and continue in effect until other party, whichever first occurs; provided however that the expiration Survival Period for the indemnification obligations of eighteen (18) months following the Closing Date; provided, however, that (a) the representations and warranties set forth Seller contained in Sections 5.1 (Organization and Corporate Power of Company), 5.2 (Organization and Corporate Power of Sensage International), 5.4 (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability2.8(7) and 6.6 (No Brokers) 6.2 and for the representations and warranties made by the Shareholders in their Letters of Transmittal Seller’s Retained Liabilities shall survive forever, and (b) the representations and warranties set forth in Sections 5.15 (Environmental Matters), 5.17 (Tax Matters), and 5.18 (Employee Benefit Plans) shall survive the Closing and continue in effect until forty five (45) days after the expiration of all applicable statute of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorbe indefinite.

Survival Period. The representations and warranties of made by the Parties contained in this Agreement parties herein shall not be extinguished by the Closing, but shall survive the Closing for, and continue all claims for indemnification in effect until the expiration of eighteen connection therewith shall be asserted not later than, twenty-four (1824) months following the Closing Date; provided, however, that (a) each of the representations and warranties set forth contained in Sections 5.1 Section 2.1 (Organization Organization; Standing and Corporate Power of CompanyPower; Subsidiaries), 5.2 Section 2.3 (Organization and Corporate Power Authority; Binding Nature of Sensage InternationalAgreement), 5.4 Section 2.5 (Authorization, Execution and EnforceabilityCapitalization), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) Section 2.8 (Title to Propertiesand Sufficiency of Assets), 5.14 Section 2.22 (BrokerageRelated Party Transactions), 6.1 Section 2.26 (OrganizationFinder’s Fee), Standing Section 3.1 (Corporate Existence and Power) and Section 3.2 (Authorization), 6.2 (Authorizationshall survive the Closing without limitation as to time, Execution and Enforceability) and 6.6 (No Brokers) and the representations and warranties made by the Shareholders period during which a claim for indemnification may be asserted in their Letters of Transmittal connection therewith shall survive forevercontinue indefinitely, and (b) each of the representations and warranties set forth contained in Sections 5.15 (Environmental Matters), 5.17 Section 2.16 (Tax Matters), and 5.18 Section 2.17 (Employee Benefit Plans), Section 2.18 (Employee Matters), Section 2.19 (Labor Matters) and Section 2.20 (Environmental Matters) shall survive the Closing until, and continue all claims for indemnification in effect until forty five connection therewith shall be asserted not later than sixty (4560) days after following, the expiration of all applicable any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. Each of the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements made by of the Parties herein parties contained in the following sections shall survive in accordance with their respective termswithout limitation as to time, and if no specific term is specifiedthe period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely: Section 4.3 (Employee Matters), in perpetuitySection 4.4 (Related Parties), Section 4.6 (Further Assurances), Section 4.7 (Tax Matters), Section 4.8 (Confidential Information), Section 4.9 (Accounts Receivable), Section 4.13 (Finder’s Fees) and Section 4.14 (Senior Debt). No 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 any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration been properly notified of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of indemnity hereunder and such indemnification 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 time as such claim is finally resolved. If resolved or disposed of in accordance with the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorterms hereof.

Survival Period. The representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the expiration of eighteen fifteen (1815) months following the Closing Date; provided, however, that (a) the representations and warranties set forth in Sections 5.1 3.02 (Organization and Corporate Power of CompanyAuthorization), 5.2 3.03 (Organization and Corporate Power of Sensage InternationalNo Conflict or Violation), 5.4 3.05 (Capitalization and the Shares), the first sentence of 3.09(a) (Title to and Sufficiency of Assets), 4.01 (Authorization, Execution and Enforceability), 5.5 4.02 (No Conflict or Violation), 5.7 4.03 (Capital StockShares), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 5.02 (Authorization, Execution and Enforceability) and 6.6 ), 5.03 (No BrokersConflict or Violation), 5.10 (Holdback Shares) and the representations and warranties made by the Shareholders in their Letters of Transmittal shall survive foreverforever (collectively, and the “Fundamental Representations”); (b) the representations and warranties set forth in Section 3.20 (Government Contracts and Subcontracts) shall survive the Closing and continue in effect until the expiration of thirty six (36) months following the Closing Date; and (c) the representations and warranties set forth in Sections 5.15 3.15 (Environmental Matters), 5.17 3.17 (Tax Matters), and 5.18 3.18 (Employee Benefit Plans), 4.06 (Securities Act), 4.07 (Experience), and 4.08 (S Corporation Stockholder) shall survive the Closing and continue in effect until forty five (45) days after the expiration of all applicable statute of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuityto the extent permitted by applicable Law. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. IfIn the event, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a that notice of any claim for indemnification based upon a for breach of a representation, warranty, covenant or agreementagreement is given to the other Party in accordance with Section 9.01 within the applicable survival period, then the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitor.

Survival Period. The representations representations, warranties and warranties of covenants made by the Parties contained Company and the Members in this Agreement shall not be extinguished by the Closing, but shall survive the Closing for, and continue all claims for indemnification in effect until the expiration of eighteen (18) connection therewith shall be asserted not later than, 12 months following the Closing Date; provided, however, that (a) each of the representations and warranties set forth contained in Sections 5.1 Section 2.1 (Organization and Corporate Power of CompanyGood Standing), 5.2 Section 2.2 (Organization and Corporate Power of Sensage InternationalCapitalization), 5.4 Section 2.3 (Authorization, Execution and EnforceabilitySubsidiaries; Successor Entities), 5.5 Section 2.4 (Authority; No Conflict or ViolationConflict; Required Filings and Consents), 5.7 Section 2.20 (Capital StockBrokerage and Transaction Bonuses), 5.10(a) Section 2.21 (Title to Propertiesand Sufficiency of Assets), 5.14 Section 2.26 (BrokerageRelated Party Transactions), 6.1 Section 3.1 (Organization, Standing Authority; No Conflict; Required Filings and PowerConsents), 6.2 Section 3.2 (Authorization, Execution and EnforceabilityOwnership; Title to Membership Interests) and 6.6 Section 3.4 (No BrokersBrokerage and Transaction Bonuses) (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; (b) each of the representations and warranties made by the Shareholders contained in their Letters of Transmittal shall survive foreverSection 2.12 (Intellectual Property), and (b) the representations and warranties set forth in Sections 5.15 Section 2.15 (Environmental Matters), 5.17 Section 2.16 (Tax Employee Matters), ) and 5.18 Section 2.17 (Employee Benefit Plans) shall survive the Closing until, and continue all claims for indemnification in effect until forty five (45) connection therewith shall be asserted not later than 60 days after following, the expiration of all applicable 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 matters addressed therein representations and warranties contained in Section 2.9 (including Taxes) shall survive until, and all claims for indemnification in connection therewith shall be asserted not later than the later to occur of: (i) the 180th day following the end of the period, if any, during which an assessment, reassessment or other form of document assessing liability for Taxes in respect of any extensions taxation year to which these representations and warranties extend could be issued to the Company, and (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, if, prior to the close of business on the last day a claim for indemnification may be asserted under this Article IX, the Members’ Representative shall have been properly notified of a claim for indemnity under this Article IX and such claim shall not have been finally resolved or tolling disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this Article IX until such claim is finally resolved or waiver thereof)disposed of in accordance with the terms of this Agreement. All representations, warranties and covenants made by the Purchaser shall terminate and expire as of the Closing, and any liability of the Purchaser with respect to such representations and warranties shall thereupon cease. The covenants and agreements made by of the Parties herein parties pursuant to this Article IX shall survive in accordance with their respective termswithout limitation as to time, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first the period during which a claim for indemnification may be asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of such indemnification claim therewith shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorcontinue indefinitely.

Survival Period. The Intending to contractually shorten certain of the applicable statute of limitations, the Parties agree as follows: (i) other than the Fundamental Representations and the Statutory Representations, the representations and warranties made by the Seller Parties in Section 3 and Section 4 of the Parties contained in this Agreement (such representations and warranties, the "Non-Fundamental Representations") shall survive the Closing and shall continue in full force and effect until the expiration of date that is eighteen (18) months immediately following the Closing Date (the “General Survival Date; provided”), howeverand none of the Seller Parties shall have liability with respect to, that and neither Buyer nor any other Buyer Indemnified Party may bring a claim for, indemnification with respect thereto under Section 7.01(a) if an Indemnification Notice has not been provided by the General Survival Date; (aii) the representations and warranties set forth made by the Seller Parties in Sections 5.1 Section 3.01 (Organization Organization; Power and Corporate Power of CompanyCapacity), 5.2 Section 3.02 (Organization Authorization; Xxxxx and Corporate Power of Sensage InternationalBinding Agreement), 5.4 Section 3.03 (Authorization, Execution and EnforceabilityNo Breach), 5.5 and Section 3.04 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(aOwnership) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) of this Agreement and the representations and warranties made by the Shareholders Seller Parties in their Letters of Transmittal shall survive foreverSection 4.01 (Organization; Power and Capitalization), Section 4.02 (Subsidiaries), Section 4.03(a), (b)(i), (b)(ii) and (bb)(iv) the representations and warranties set forth in Sections 5.15 (Environmental MattersNo Breach), 5.17 Section 4.04(d) (Tax MattersAccounts Receivable; Accounts Payable), and 5.18 Section 4.21 (Employee Benefit PlansBrokerage) (collectively, the “Fundamental Representations”) shall survive the Closing and shall continue in full force and effect until forty five the date that is sixty (4560) months immediately following the Closing Date, and none of the Seller Parties shall have liability with respect to, and neither Buyer nor any other Buyer Indemnified Party may bring a claim for, indemnification with respect thereto under Section 7.01(a) if an Indemnification Notice has not been provided by such survival date; (iii) the representations and warranties of the Seller Parties in Section 4.07 (Tax Matters) and Section 4.11 (Employee Benefit Plans) of this Agreement (the “Statutory Representations”), shall survive the Closing continue and remain in full force and effect until the date that is sixty (60) days after the expiration of all the applicable statute of limitations limitations, and none of the Seller Parties shall have liability with respect to to, and neither Buyer nor any other Buyer Indemnified Party may bring a claim for, indemnification with respect thereto under Section 7.01(a) if an Indemnification Notice has not been provided by such survival date; (iv) the matters addressed therein representations and warranties of Buyer in Article V shall survive the Closing and shall continue in full force and effect until the date that is sixty (including 60) months immediately following the Closing Date, and Buyer shall not have liability with respect to, and neither the Seller Parties nor any extensions or tolling or waiver thereof). The other Seller Indemnified Party may bring a claim for, indemnification with respect thereto under Section 7.02(a) if an Indemnification Notice has not been provided by such survival date; and (v) all covenants and agreements made by the Parties herein to this Agreement shall survive the Closing in accordance with their respective termsterms and, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement until the date that is sixty (60) days after the full period of time contemplated for bringing a claim under the applicable survival periodstatute of limitations. IfNotwithstanding anything in this Section 7.04(a), however(A) if, an Indemnitee delivers prior to an Indemnitor, before the expiration of the General Survival Date or such other applicable survival period, an Indemnified Party shall have delivered to the Indemnifying Party an Indemnification Claim Notice, such claim described therein shall continue to survive and shall remain a notice of claim basis for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of such indemnification claim shall survive indemnity hereunder until such time as such claim is finally resolved. If resolved or disposed of in accordance with the proceeding terms hereof and (B) the survival periods shall not apply to any claims or claim with respect Actions brought under this Article VII for Losses relating to Fraud or Sections 7.01(c)-(g), which any notice of claim for indemnification has been given is definitively withdrawn or resolved shall continue in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorfull force and effect and survive indefinitely.

Survival Period. The representations representations, warranties and warranties of covenants made by the Parties contained Company and the Stockholders in this Agreement shall not be extinguished by the Closing, but shall survive the Closing for, and continue all claims for indemnification in effect until the expiration of eighteen (18) connection therewith shall be asserted not later than, 18 months following the Closing Date; provided, however, that (a) each of the representations and warranties set forth contained in Sections 5.1 Section 2.1 (Organization and Corporate Power of CompanyGood Standing), 5.2 Section 2.2 (Organization and Corporate Power of Sensage InternationalCapitalization), 5.4 Section 2.3 (Authorization, Execution and EnforceabilitySubsidiaries), 5.5 Section 2.4 (Authority; No Conflict or ViolationConflict; Required Filings and Consents), 5.7 Section 2.16 (Capital StockBrokerage and Transaction Bonuses), 5.10(a) Section 2.17 (Title to Propertiesand Sufficiency of Assets), 5.14 Section 2.21 (BrokerageRelated Party Transactions), 6.1 Section 3.1 (Organization, Standing Authority; No Conflict; Required Filings and PowerConsents), 6.2 Section 3.2 (Authorization, Execution and EnforceabilityOwnership; Title to Shares) and 6.6 Section 3.4 (No BrokersBrokerage and Transaction Bonuses), 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) and each of the representations and warranties made by the Shareholders contained in their Letters of Transmittal shall survive forever, and Section 2.11 (b) the representations and warranties set forth in Sections 5.15 (Environmental MattersIntellectual Property), 5.17 (Tax Matters), and 5.18 Section 2.14 (Employee Benefit PlansMatters) and Section 3.14 (Assignment) shall survive the Closing until, and continue all claims for indemnification in effect until forty five (45) connection therewith shall be asserted not later than 60 days after following, the expiration of all applicable 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 matters addressed therein representations and warranties contained in Section 2.8 (including Taxes) shall survive until, and all claims for indemnification in connection therewith shall be asserted not later than the later to occur of: (i) the 180th day following the end of the period, if any, during which an assessment, reassessment or other form of document assessing liability for Taxes in respect of any extensions taxation year to which these representations and warranties extend could be issued to the Company, and (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, if, prior to the close of business on the last day a claim for indemnification may be asserted under this Article X, the Stockholders’ Representative shall have been properly notified of a claim for indemnity under this Article X and such claim shall not have been finally resolved or tolling disposed of as of such date, such claim shall continue to survive and shall remain a basis for indemnity under this Article X until such claim is finally resolved or waiver thereof)disposed of in accordance with the terms of this Agreement. All representations, warranties and covenants made by the Purchaser shall terminate and expire as of the Closing, and any liability of the Purchaser with respect to such representations and warranties shall thereupon cease. The covenants and agreements made by of the Parties herein parties pursuant to this Article X shall survive in accordance with their respective termswithout limitation as to time, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first the period during which a claim for indemnification may be asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of such indemnification claim therewith shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorcontinue indefinitely.

Survival Period. The representations indemnification provided for in Sections 5.1(i) and warranties of the Parties contained in this Agreement shall survive 5.2(i), will terminate twenty-four (24) months after the Closing Date and continue the indemnification provided for in effect until the expiration of eighteen Section 5.3 will terminate fifty-four (1854) months following after the Closing Date; provided, however, provided that (ai) the representations and warranties set forth in of Sellers under Sections 5.1 2.1.11 (Organization and Corporate Power of CompanyTax Matters), 5.2 2.1.12 (Organization and Corporate Power of Sensage InternationalCompliance with ERISA), 5.4 and 2.1.14 (Environmental) and those representation and warranties of Sellers under Section 2.1.1(b) (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) those representation and warranties of Sellers in Section 2.1.3 regarding title to and encumbrances against the Assets and the representations and warranties made by indemnification contained in Section 5.1(i) with respect thereto will survive the Shareholders in their Letters for the applicable statute of Transmittal shall survive forever, limitations and (bii) the representations and warranties set forth in Sections 5.15 of Sellers under Section 2.1.5 (Environmental Matters), 5.17 (Tax Matters), and 5.18 (Employee Benefit PlansIntellectual Property) shall will survive for the Closing and continue in effect until forty five (45) days after later of the expiration of all applicable statute of limitations with respect to or a period of four (4) years, (as the matters addressed therein (including any extensions or tolling or waiver thereofcase may be, the “Survival Period”). The covenants and agreements Such indemnification obligation will continue after the Closing Date, without regard to any investigation made at any time by the Parties herein shall survive indemnified persons, as to any Loss or Expense of which the indemnified persons has notified the indemnifying party in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect the requirements of Section 5.5 on or prior to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival periodSurvival Period, a notice as to which the obligation of claim the indemnifying party will then continue until the liability of the indemnifying party will have been determined pursuant to this Article 5, and the indemnifying party will have reimbursed the indemnified persons for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject full amount of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim Loss and Expense in accordance with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorthis Article 5.

Survival Period. The representations and warranties of the Parties ---------------- parties contained in this Agreement herein shall not be extinguished by the Closing Date, but shall survive the Closing Date for, and continue all claims for indemnification in effect until the expiration of connection therewith shall be asserted not later than, eighteen (18) months following the Closing Date; provided, however, that (a) the representations and -------- ------- warranties set forth contained in Sections 5.1 Section 3.01 (Power, Authority and Organization of the ------------ Sellers), Section 3.03 (Ownership of the Cotton Equity Interests), Section 4.01 ------------ ------------ (Organization and Corporate Power of CompanyAuthorization), 5.2 Section 4.02 (Organization Authorized and Corporate Power of Sensage International), 5.4 (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Outstanding ------------- Stock), 5.10(a) Section 4.15 (Title to PropertiesEmployee Benefits), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) and the representations and warranties made by the Shareholders in their Letters of Transmittal shall survive forever, and (b) the representations and warranties set forth in Sections 5.15 Section 4.19 (Environmental Matters), 5.17 ------------ ------------ Section 4.27 (Tax Matters), and 5.18 Section 4.28 (Employee Benefit PlansBrokerage) (collectively, the ------------- ------------ "Surviving Representations") shall survive for a period of four (4) years -------------------------- following the Closing Date, and the period during which a claim for indemnification may be asserted in connection therewith shall continue in effect until forty five during such four (454) days after the expiration of all applicable statute of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof)year period. The covenants and agreements made by of the Parties herein parties hereunder shall survive in accordance with their respective termswithout limitation as to time, and if no specific term is specifiedthe period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, in perpetuity. No if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration been properly notified of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of indemnity hereunder and such indemnification 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 time as such claim is finally resolved. If resolved or disposed of in accordance with the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorterms hereof.

Survival Period. The representations indemnification provided for in Sections 4.1(i) and warranties of the Parties contained in this Agreement 4.2(i) shall survive the Closing and continue in effect until the expiration of terminate eighteen (18) months following after the Closing Date; provided, however, provided that (a1) the representations and warranties set forth in Sections 5.1 of Sellers under Section 2.1.15 (Organization and Corporate Power of CompanyTax Matters), 5.2 2.1.16 (Organization and Corporate Power of Sensage InternationalCompliance with ERISA), 5.4 and 2.1.18 (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No BrokersEnvironmental) and the representations and warranties made by indemnification contained in Section 4.1(i) with respect thereto shall terminate forty-eight (48) months after the Shareholders in their Letters of Transmittal shall survive foreverClosing Date, and (b2) the representations and warranties set forth of Sellers under Section 2.1.1(b) (Authorization) and those representations and warranties of Sellers in Sections 5.15 Article 2 regarding title to and encumbrances against the Assets and the indemnification contained in Section 4.1(i) with respect thereto shall terminate seventy-two (Environmental Matters), 5.17 (Tax Matters), and 5.18 (Employee Benefit Plans72) shall survive months after the Closing and Date (as the case may be, the "Survival Period"). Such indemnification obligation shall continue in effect until forty five (45) days after the expiration of all applicable statute of limitations with respect Closing Date, without regard to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements investigation made at any time by the Parties herein shall survive indemnified persons, as to any Loss or Expense of which the indemnified persons has notified the indemnifying party in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect the requirements of Section 4.4 on or prior to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival periodSurvival Period, a notice as to which the obligation of claim the indemnifying party shall then continue until the liability of the indemnifying party shall have been determined pursuant to this Article 4, and the indemnifying party shall have reimbursed the indemnified persons for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject full amount of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim Loss and Expense in accordance with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorthis Article 4.

Survival Period. The (a) Subject to the other terms and conditions of this Article VII, each of the representations and warranties of the Parties contained set forth in this Agreement Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement, shall survive (together with any right to assert a claim under Section 7.2(a) or Section 7.3(a), as applicable) the Closing and continue in effect until the expiration consummation of the transactions contemplated hereby and shall expire on the date that is eighteen (18) months following after the Closing Date; provided, however, that (a) the representations and warranties set forth in Sections 5.1 (Organization i) Section 3.1, Section 3.2, Section 4.1, Section 4.2, Section 4.4 and Corporate Power of CompanySection 4.22 shall survive (together with any right to assert a claim under Section 7.2(a), 5.2 ) indefinitely (Organization and Corporate Power of Sensage International), 5.4 (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) and the representations and warranties made by specified in this clause (i) the Shareholders in their Letters of Transmittal “Fundamental Representations”) and (ii) Section 4.12 and Section 4.13 shall survive forever, and (btogether with any right to assert a claim under Section 7.2(a)) the representations and warranties set forth in Sections 5.15 (Environmental Matters), 5.17 (Tax Matters), and 5.18 (Employee Benefit Plans) shall survive the Closing and continue in effect until forty five (45) 60 days after the expiration of all the applicable statute of limitations limitations. (b) Each of the covenants and other agreements contained in this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement shall survive (together with respect any right to assert a claim under Section 7.2(b) or Section 7.3(b), as applicable) the Closing and the consummation of the transactions contemplated hereby until the later of the expiration of (i) its term and (ii) the applicable statute of limitations. (c) Notwithstanding anything to the matters addressed therein contrary herein, (including i) any extensions or tolling or waiver thereof). The covenants and agreements made Claim asserted pursuant to this Article VII by delivery of a Claim Notice prior to the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant period set forth in Section 7.1(a) or agreement, then the cause of action that is the subject of such indemnification claim Section 7.1(b) shall survive until such time as such claim Claim is fully and finally resolved. If , and (ii) the proceeding delivery of such a Claim Notice shall extend the applicable survival period until such Claim is fully and finally resolved, irrespective of whether the Party delivering such Claim Notice has initiated any Legal Action or claim otherwise taken any further action in connection with respect to which any notice of claim the matters constituting the basis for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitorsuch claim.

Survival Period. The representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the expiration of eighteen fifteen (1815) months following the Closing Date; provided, however, that (a) the representations and warranties set forth in Sections 5.1 3.02 (Organization and Corporate Power of CompanyAuthorization), 5.2 3.03 (Organization and Corporate Power of Sensage InternationalNo Conflict or Violation), 5.4 3.05 (The Shares), 3.09(a) (Title to and Sufficiency of Assets), 4.01 (Authorization, Execution and Enforceability), 5.5 4.02 (No Conflict or Violation), 5.7 4.03 (Capital StockShares), 5.10(a) 4.06 (Title to PropertiesSecurities Act), 5.14 4.07 (BrokerageExperience), 6.1 4.08 (Organization, Standing and Power), 6.2 (Authorization, Execution and EnforceabilityWaive of Certain Transfer Restrictions) and 6.6 4.09 (No BrokersS Corporation Shareholder) and the representations and warranties made by the Shareholders in their Letters of Transmittal shall survive forever, and (b) the representations and warranties set forth in Section 3.20 (Government Contracts and Subcontracts) shall survive the Closing and continue in effect until the expiration of thirty six (36) months following the Closing Date and (c) the representations and warranties set forth in Sections 5.15 3.15 (Environmental Matters), 5.17 3.16 (Intellectual Property), 3.17 (Tax Matters), and 5.18 3.18 (Employee Benefit Plans) and 3.22 (Improper and Other Payments) shall survive the Closing and continue in effect until forty five (45) days after the expiration of all applicable statute of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period, provided that any claim for indemnification under this Article VII relating to or arising out of any breach or violation of Section 6.01 must be made within fifteen (15) months after the Closing Date. IfIn the event, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a that notice of any claim for indemnification based upon a for breach of a representation, warranty, covenant or agreementagreement is given to the other Party in accordance with Section 9.01 within the applicable survival period (or within fifteen (15) months after the Closing Date in the case of claims relating to Section 6.01), then the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitor.

Survival Period. The representations and warranties Any claim (whether such claim is framed in tort, contract or otherwise, but other than claims arising from fraud or willful misrepresentation on the part of a party to this Agreement in connection with the Parties contained in transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the transactions contemplated by this Agreement shall survive the Closing for, and continue all claims in effect until the expiration of eighteen (18) connection therewith shall be asserted not later than 18 months following from the Closing Date; provided, however, that that: (a) claims in respect of each of the representations and warranties set forth contained in Sections 5.1 Section 2.9 (Organization and Corporate Power of CompanyTaxes), 5.2 and the Tax Indemnity, shall survive until the date falling 90 days following the date of expiration of the period which, under the applicable Laws of the jurisdiction in which the relevant Tax giving rise to the Tax liability is payable, the relevant Tax Authority may bring an action, claim or proceeding relating to that Tax liability; (Organization and Corporate Power b) claims in respect of Sensage International), 5.4 (Authorization, Execution and Enforceability), 5.5 (No Conflict or Violation), 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) and each of the representations and warranties made by the Shareholders contained in their Letters of Transmittal Section 3.13 (Residence) shall survive foreveruntil the date falling 90 days following the date of expiration of the period which, and under the applicable Laws of the jurisdiction in which the relevant liability arises, any Person may bring an action, claim or proceeding relating to that liability; (bc) claims in respect of each of the representations and warranties set forth contained in Sections 5.15 Section 2.4(b) (No Conflict), Section 2.4(c) (Required Filings and Consents), Section 2.12 (Intellectual Property), Section 2.15 (Environmental Matters), 5.17 Section 2.16 (Tax Employee Matters), and 5.18 Section 2.17 (Employee Benefit Plans), Section 2.18 (Pensions), Section 2.28 (Related Party Transactions), Section 2.34 (Regulatory Filings), Section 3.1(b) (No Conflict; Required Filings and Consents)), shall survive until the second anniversary of the Closing Date; (d) claims in respect of each of the representations and warranties contained in Section 2.1 (Organization and Good Standing), Section 2.2 (Capitalization), Section 2.3 (Subsidiaries), Section 2.4(a) (Authority), Section 2.21 (Brokerage and Transaction Bonuses), Section 3.1(a) (Authority), Section 3.2 (Ownership; Title to Shares) and Section 3.5 (Brokerage) (collectively, the “Fundamental Representations”), shall survive until the fifth anniversary of the Closing Date; and (e) claims under paragraph 1 of Schedule 8.1(a) (Staff Incentive Scheme) shall survive until the later of (i) 31 December 2019 or (ii) 12 months after the expiry or termination of the Staff Incentive Scheme. Notwithstanding the foregoing, if, prior to the close of business on the last Business Day a claim for indemnification may be asserted under this Article VIII, the Indemnifying Party shall have been properly notified in writing of a claim for indemnity under this Article VIII 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 VIII until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. All agreements and covenants of the parties contained in this Agreement to be performed after the Closing and shall continue in effect until forty five (45) days after the expiration of all applicable statute of limitations with respect to the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. No Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable survival period. If, however, an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a notice of claim for indemnification based upon a breach of a representation, warranty, covenant or agreement, then the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. If the proceeding or claim with respect to which any notice of claim for indemnification has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee will promptly so notify the Indemnitor.