Common use of Survival Period Clause in Contracts

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 (Organization), Section 5.4 (Authorization), Section 6.1 (Organization), Section 6.2 (Authorization) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties ----------------- parties contained herein shall not be extinguished by the ClosingSecond Closing Date, but shall survive the Second Closing Date for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen (18) months following the Second Closing Date; provided, however, that (a) each of ------------------ the representations and warranties contained in Section 5.1 3.01 (OrganizationPower, Authority ------------ and Organization of the Seller), Section 5.4 3.03 (Ownership of the C&B Shares), ------------ Section 4.01 (Organization and Authorization), Section 6.1 4.02 (OrganizationAuthorized and ------------- ------------ Outstanding Stock), Section 6.2 4.15 (AuthorizationEmployee Benefits), Section 4.19 ------------- ------------- (Environmental Matters), Section 4.27 (Tax Matters), and Section 4.28 ------------- ------------- (Brokerage) (collectively, the "Surviving Representations") shall survive for a ------------------------- period of four (4) years following the Closing without limitation as to -15- timeDate, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and during such four (b4) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such mattersyear period. The covenants and agreements of the Parties parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 (Organization), Section 5.4 (Authorization), Section 6.1 (Organization), Section 6.2 (Authorization) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty twenty-four (6024) days followingmonths following the Closing Date, except that the representations and warranties contained in Sections 5.1 (Organization and Good Standing), 5.2 (Authorization), 5.3 (Conflicts; Consents of Third Parties), 5.7 (Sufficiency), 5.16 (Brokers, Finders and Investment Bankers), 5.21 (Transactions With Affiliates; Sharing of Assets; Continuity of Operations), 5.26 (Purchase Entirely for Own Account), 5.28 (Restricted Securities) and 5.29 (Legend) (collectively, the expiration of any statute of limitations applicable to “Specified Representations”) and indemnification in connection therewith shall survive the rights of any Person to bring any claim with respect to such mattersClosing without limitation. The covenants and agreements of the Parties parties hereunder shall survive without limitation as to time, and nothing contained herein shall limit the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelytherewith. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein and the indemnification obligation of the Seller and the Partner Parties set out in Section 12.1(a)(vii) shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen twelve (12) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 4.1 (Organization), Section 5.4 4.2 (Authorization), Section 4.7 (Sufficiency of and Title to Assets), Section 4.16 (Tax Returns; Taxes), Section 4.18 (Seller Benefit Plans), Section 4.22(d) (Intellectual Property), Section 4.23 (Affiliate Matters), Section 4.25 (Licenses), Section 4.29 (Brokers, Finders and Investment Bankers), Section 4.31 (Investment Representations), Section 5.1 (Authorization and Validity of Agreement), Section 6.1 (Organization), Section 6.2 (Authorization), Section 6.4 (Capitalization of the Parent) and Section 6.5 (Issuance of Shares) (collectively, the “Surviving Representations”), shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.7 (Sufficiency of and Title to Assets), Section 4.15 (Brokers, Finders and Investment Bankers), Section 5.1 (Organization), Section 5.4 5.2 (Authorization), Section 6.1 5.18 (Organization)Brokers, Section 6.2 (AuthorizationFinders and Investment Bankers) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 4.10 (Tax Returns; Taxes), Section 6.7 4.17 (Benefit Plans), Section 4.18 (Labor Relations), Section 5.7 (Tax Returns; Taxes), Section 6.6 5.6 (THE SPACE BUSINESS AXLX Benefit Plans) ), and Section 6.14 5.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen months following the Closing Date; providedPROVIDED, howeverHOWEVER, that (a) each of the representations and warranties contained in Section 5.1 4.1 (Organization), Section 5.4 4.2 (Authorization), Section 4.7 (Sufficiency of and Title to Assets), Section 4.29 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization), Section 6.1 (Organization), Section 6.2 (Authorization), Section 6.28 (Brokers, Finders and Investment Bankers) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 4.15 (Tax Returns; Taxes), Section 6.7 4.17 (Benefit Plans), Section 4.18 (Labor Relations), Section 4.20 (Environmental, Health and Safety Matters), Section 6.15 (Tax Returns; Taxes), Section 6.6 6.17 (THE SPACE BUSINESS Semotus Benefit Plans) and ), Section 6.14 6.18 (Labor Relations), and Section 6.20 (Environmental, Health and Safety Matters) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen 24 months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 4.1 (Organization), Section 5.4 4.2 (Authorization), Section 6.1 4.7 (OrganizationSufficiency of and Title to Assets), Section 6.2 4.23 (Affiliate Matters), Section 4.27 (Brokers, Finders and Investment Bankers) and Section 5.1 (Authorization) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 4.15 (Tax Returns; Taxes), Section 6.7 4.17 (Tax Returns; TaxesSeller Benefit Plans), Section 6.6 4.18 (THE SPACE BUSINESS Benefit PlansLabor Relations) and Section 6.14 4.20 (Labor RelationsEnvironmental Health and Safety Matters) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties ---------------- parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen (18) months following the Closing Date; provided, however, that (a) each of the representations and -------- ------- warranties contained in Section 5.1 3,01 (OrganizationPower, Authority and Organization of the Seller), Section 5.4 3,03 (Ownership of the CTSI Shares), Section 3.05 (Hart-Scott-Rodino Act), Secxxxx 0.00 (Xxxxxxzation and Authorization), Section 6.1 4,02 (OrganizationAuthorized and Outstanding Stock), Section 6.2 and 4,28 (AuthorizationBrokerage) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and provided, further, that the representations and warranties -------- ------- contained in Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), and Section 4.27 (Tax Matters), shall survive until the expiration of the applicable statute of limitations, and the period during which a claim for indemnification may be asserted in connection therewith shall continue until such expiration of the applicable statute of limitations. (all of the foregoing representations and warranties specifically identified in this section 10.04 are collectively, referred to as the "Surviving Representations"). Notwithstanding the foregoing, ------------------------- if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen twelve (12) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 4.1(a)-(d) (Organization), Section 5.4 4.2 (Authorization), Section 5.1 (Authorization and Validity of Agreement), Section 5.3 (Ownership of Equity), Section 6.1 (Organization), Section 6.2 (Authorization) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 6.4 (Labor RelationsIssuance of Shares) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, (b) each of the representations and warranties contained in Section 4.7(b) (Title to Assets), Section 4.15 (Tax Returns; Taxes), Section 4.17 (Company Benefit Plans), Section 4.23 (Affiliate Matters) and Section 4.30 (Brokers, Finders and Investment Bankers) shall continue until, and all claims for indemnification in connection therewith shall be asserted not later than, the latest date a claim may be asserted pursuant to any applicable statute of limitations (or indefinitely, if no such statute of limitations applies). The covenants and agreements of the Parties hereunder that involve actions to be taken prior to the Closing shall survive until the Closing; provided that nothing herein shall be construed to limit a Party’s right to recovery with respect to a breach of any such covenant or agreement which occurred prior to the Closing. The covenants and agreements of the Parties hereunder that involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen fifteen (15) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 4.1 (Organization), Section 5.4 4.2 (Authorization), Section 6.1 4.7(c) (OrganizationTitle to Assets), Section 6.2 4.15 (AuthorizationTax Returns; Taxes), Section 4.29 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity), (the “Surviving Representations”) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of other than the representations and warranties contained in Section 5.5 4.15 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall which will survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, until the expiration of any the applicable statute of limitations applicable to the rights of any Person to bring any claim with respect to such mattersplus 30 days. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties ---------------- parties contained herein shall not be extinguished by the First Closing or the Second Closing, but shall survive the Closing Closings for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen (18) months following the First Closing Date; provided, however, that (a) each of -------- ------- the representations and warranties contained in Section 5.1 3.01 (OrganizationPower, Authority ------------ and Organization of the Sellers), Section 5.4 3.03 (Ownership of the Cotton Equity ------------ Interests), Section 4.01 (Organization and Authorization), Section 6.1 4.02 ------------- ------------- (OrganizationAuthorized and Outstanding Stock), Section 6.2 4.15 (AuthorizationEmployee Benefits), Section ------------ ------- 4.19 (Environmental Matters), Section 4.27 (Tax Matters), and Section 4.28 ---- ------------- ------------ (Brokerage) (collectively, the "Surviving Representations") shall survive for a ------------------------- period of four (4) years following the First Closing without limitation as to -15- timeDate, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and during such four (b4) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such mattersyear period. The covenants and agreements of the Parties parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. In the event that Sellers exercise their Rescission Right, all of the obligations of the parties under this Article X shall be cancelled and of no further force or effect, except 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 Purchaser.

Survival Period. The representations and warranties of the Parties ---------------- parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen (18) months following the Closing Date; provided, however, that (a) each of the representations and warranties -------- ------- contained in Section 5.1 3.01 (OrganizationPower, Authority and Organization of the Seller), Section 5.4 3.03 (Ownership of the MSAI Shares), Section 3.05 (Xxxx-Xxxxx-Xxxxxx Act), Section 4.01 (Organization and 44 Authorization), Section 6.1 4.02 (OrganizationAuthorized and Outstanding Stock), Section 6.2 and 4.28 (AuthorizationBrokerage) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and provided, further, that the representations and -------- ------- warranties contained in Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.14 (Employees), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), and Section 4.27 (Tax Matters), shall survive until the expiration of the applicable statute of limitations, and the period during which a claim for indemnification may be asserted in connection therewith shall continue until such expiration of the applicable statute of limitations. (all of the foregoing representations and warranties specifically identified in this section 10,04 are collectively, referred to as the "Surviving Representations"). ------------------------- Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties ----------------- parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen (18) months following the Closing Date; provided, however, that (a) each of the representations and warranties ------------------- contained in Section 5.1 3.01 (OrganizationPower, Authority and Organization of the Sellers), Section 5.4 3.03 (Ownership of the Company Shares), Section 4.02 (Organization and Authorization), Section 6.1 4.03 (OrganizationAuthorized and Outstanding Stock), Section 6.2 4.15 (AuthorizationEmployee Benefits), Section 4.19 (Environmental Matters), and Section 4.27 (Tax Matters) (collectively, the "Surviving Representations") shall survive until ----------------------------- sixty (60) days following the Closing without limitation as to -15- timeexpiration of the applicable statute of limitations, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each for a period of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, following the expiration of any the applicable statute of limitations applicable to the rights of any Person to bring any claim with respect to such matterslimitations. The covenants and agreements of the Parties parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen (18) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 4.1 (Organization), Section 5.4 4.2 (Authorization), those provisions of Section 6.1 (Organization), Section 6.2 (Authorization) shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 4.15 (Tax Returns; Taxes) other than Section 4.15(q), solely to the extent that such provisions of Section 4.15 relate to income Taxes only, Section 4.15(q), Section 6.7 5.1 (Authorization), and Section 5.3 (Ownership of Equity) (collectively, the “Surviving Representations”) shall survive and continue for, and all indemnification claims with respect thereto shall be made prior to: (i) in the case of those provisions of Section 4.15 (Tax Returns; Taxes) other than Section 4.15(q), solely to the extent that such provisions of Section 6.6 (THE SPACE BUSINESS Benefit Plans) 4.15 relate to income Taxes only, and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following4.15(q), the expiration of any the applicable statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to timelimitations, and (ii) in the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelycase of Section 4.1, Section 4.2 and Section 5.3, two (2) years following the Closing Date. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Survival Period. The representations and warranties of the Parties contained herein and the indemnification obligation of the Seller and the Shareholder Parties set out in Section 12.1(a)(vii) shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen twelve (12) months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 4.1 (Organization), Section 5.4 4.2 (Authorization), Section 4.7 (Sufficiency of and Title to Assets), Section 4.16 (Tax Returns; Taxes), Section 4.18 (Seller Benefit Plans), Section 4.22(d) (Intellectual Property), Section 4.23 (Affiliate Matters), Section 4.25 (Licenses), Section 4.29 (Brokers, Finders and Investment Bankers), Section 4.31 (Investment Representations), Section 5.1 (Authorization and Validity of Agreement), Section 6.1 (Organization), Section 6.2 (Authorization), Section 6.4 (Capitalization of the Parent) and Section 6.5 (Issuance of Shares) (collectively, the “Surviving Representations”), shall survive the Closing without limitation as to -15- time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.