Common use of Survival Periods Clause in Contracts

Survival Periods. (a) Seller’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability All representations and warranties of the parties contained in this Agreement or any certificate or instrument delivered in connection herewith shall survive the Closing for any breach a period of eighteen (18) months immediately following the date of the Closing, except that (i) the representations and warranties made contained in Section 4.16 (Environmental Matters) shall not survive the Closing, and (ii) the representations and warranties contained in Section 4.12 (Taxes) shall survive the Closing for the period of the applicable statute of limitations. The Closing shall not in and of itself constitute a waiver by any party of any rights it may have with respect to any obligations of the other parties hereunder. In the event that an Indemnified Party (as defined below) provides written notice in accordance with Section 10.1 to the Indemnifying Party (as defined below) within the 18 month period set forth in the first sentence of this Section 9.1(a), and such claim shall not have been finally resolved before the expiration of the applicable period referred to in the first sentence of this Section 9.1(a), any representation, warranty, covenant or agreement that is the basis for such claim shall continue to survive and shall remain a basis for indemnity only as to such specific claim (but as to no other claim) until such claim is finally resolved. Notwithstanding the foregoing, there shall be no period of time within which notice of or a claim for indemnity against TRW must be provided by Buyer with respect to those items set forth in Section 9.2(a)(iii), (iv) or (v), or a claim for indemnity against Buyer must be provided by TRW with respect to those items set forth in Section 9.2(b)(iii) or (iv) hereof. (b) This Section 9.1 shall not limit any covenant or agreement of the parties contained in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months which by its terms contemplates performance after the Closing DateClosing, except that Seller’s liability for and shall not extend the applicability of any breach covenant or agreement of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for any breach of the representations and warranties made by it parties contained in this Agreement or the Ancillary Agreements shall survive until which by its terms solely relates to the period between the date that is eighteen (18) months after hereof and the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expirationClosing. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability Except for any breach of the Fundamental Representations, all other representations and warranties made by it of Purchaser, the Sellers and the Company contained in this Agreement or and the Ancillary Agreements right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the date that is eighteen one (181) months year after the Closing Date. The Fundamental Representations contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations. The covenants and agreements contained in this Agreement that by their nature are required to be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (1) year after the Closing Date, except and the covenants and agreements in this Agreement that Seller’s liability for any breach of by their nature are required to be performed following the representations and warranties set forth in Section 5.6 (Intellectual Property) Closing Date shall survive until July 31, 2015survive, and Seller’s liability for any thus a claim may be brought in respect of a breach of thereof, until one (1) year following the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expirationlast date on which each such post-Closing covenant was required to be performed. Subject to Notwithstanding the foregoing, (ia) Seller’s liability the indemnity for Excluded Taxes under Section 10.2(a)(iii) 9.1, the representations, warranties and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability covenants relating to Taxes and the obligations and the right to commence any claim with respect thereto under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements Article IX shall survive the Closing and remain in accordance full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and (b) if notice in writing of a bona fide claim with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification respect to the other Party inaccuracy or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless any such representation or warranty or covenant or failure to comply with any such covenant providing with reasonable specificity the Indemnified basis for the claim shall have been given in good faith to the Party has delivered written notice of its claim for indemnification against whom such indemnity may be sought prior to the expiration date of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth period, such representation or warranty or covenant in respect of which indemnity may be sought under this Agreement, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 10.1 or be forever barred8.1 solely with respect to the claims made in such written notice and claims reasonably related to the underlying facts until finally resolved.

Survival Periods. (a) Seller’s liability for any breach of the All representations and warranties made by it the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that: (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitely; (ii) the representations and warranties contained in Section 4(q) (Tax Matters), Section 4(s) (Employee Benefits) and Section 4(w) (Environmental Matters), shall survive the Closing (and any claims for the breach thereof may be brought) until the expiration of the statute of limitations (as extended) with respect to the underlying matter giving rise to the applicable claim, plus sixty (60) days; and (iii) any claims based upon or arising from fraud may be brought at any time. The last date on which a claim for the breach of a representation or warranty contained in this Agreement or in any Ancillary Certificate may be brought in accordance with the Ancillary Agreements foregoing is referred to herein as the “Expiration Date” of such representation or warranty. Any such claim must be asserted by a written notice on or before the applicable Expiration Date, provided that, notwithstanding anything to the contrary contained in this Section 7(a), if such a written notice is given with respect to any claim, such claim shall survive until the date that is eighteen (18) months after the Closing Date, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014fully resolved as provided herein. (b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability for any breach Subject to the limitations contained in this Article VI, all representations, warranties, covenants and agreements contained herein shall survive the execution and delivery of this Agreement and the consummation of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive transactions contemplated hereby until the date that is eighteen (18) months after the Closing (the “Survival Date, except ”); provided that Seller’s liability for any breach of (a) with respect to the representations and warranties set forth in Section 5.6 Sections 3.15 (Intellectual PropertyTax Matters), the 42 Survival Date shall be the 30th day after the expiration of the applicable statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) and (b) with respect to the Fundamental Representations and the Buyer Fundamental Representations, there shall be no Survival Date and such representations and warranties shall survive until July 31the Closing indefinitely. The Parties agree that so long as written notice is given on or prior to the Survival Date with respect to such claim, 2015, and Seller’s liability for any breach of the representations and warranties with respect to such breach shall continue to survive until such matter is finally resolved. For the avoidance of doubt, any covenant, agreement or obligation set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements any Transaction Document, shall survive the Closing until the date that is eighteen (18) months after the Closing Datesuch covenant, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) agreement or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing obligation has been fully performed in accordance with their its terms. (d) No Party providing indemnification . Notwithstanding anything herein to the contrary, the Seller will not be liable with respect to any claim for the breach or inaccuracy of any representation or warranty pursuant to this Article X (an “Indemnifying Party”) is obligated Section 6.1(a)(i), and the Buyer will not be liable with respect to provide such indemnification any claim for the breach or inaccuracy of any representation or warranty pursuant to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties Section 6.2(a)(i), unless the Indemnified Party has delivered written notice of its a claim for indemnification thereof is delivered to the Seller or the Buyer, as the case may be, prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b)Survival Date. (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability for any breach of the All representations and warranties made by it of the parties contained in this Agreement Agreement, the Company Disclosure Schedule, the Buyer Disclosure Schedule or the Ancillary Agreements any certificate or document expressly setting forth representations and warranties delivered in connection herewith shall survive until the date that is eighteen Closing (18applicable as of the Closing Date as if made on and as of such date) months after but shall apply only with respect to claims asserted in writing against the party from whom indemnification may be sought hereunder within two years from the Closing Date; provided, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect2.4(a), Section 5.4 Sections 2.24 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iiia) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for and Article III shall survive the Closing indefinitely (and claims may be asserted at any breach of time); provided, however, that Section 2.14 shall not survive the representations and warranties made by it Closing. Notwithstanding anything in this Agreement or to the Ancillary Agreements contrary, the obligations of the Sellers under Article V shall survive until the date that is eighteen (18) months Closing but shall apply only to claims asserted in writing against the party from whom indemnification may be sought hereunder within 60 days after the Closing Date, except that Buyer’s liability for expiration of any breach applicable statutes of limitations. The covenants and agreements of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements parties hereto shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant , provided, that, with respect to this Article X (an “Indemnifying Party”) is obligated any failure to provide perform any such indemnification covenant or agreement prior to the Closing, any claim of such failure must be asserted in writing against the party from whom indemnification may be sought within two years from the Closing Date other Party than any claim arising as failure to perform any covenant or its Related Persons (agreement which claim is the “Indemnified Party”) based upon a breach subject of representations the indemnity provided in Article V, which claim shall survive the Closing and warranties unless the Indemnified Party has delivered written notice of its which claim for indemnification prior to may be asserted in writing within 60 days after the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in statute of limitations. For purposes of this Section 10.1 are intended to shorten Agreement, the period otherwise provided by law during which claims for breach of representations and warranties can of the Company contained herein shall be made, deemed to include the Company Disclosure Schedule and that the representations and warranties of Buyer contained herein shall be deemed to include the Buyer Disclosure Schedule. Rights of a party to indemnification shall not be limited or affected by any pre-Closing investigation by such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barredparty.

Survival Periods. (a) Seller’s liability for any breach of the All representations and warranties made by it in of the Sellers contained in, or arising out of, this Agreement or the Ancillary Agreements shall survive until the date that is eighteen Closing hereunder for a period of twelve (1812) months after the Closing Date, except after which they shall expire and be of no further force or effect; provided, however, that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 3.1 (Intellectual PropertyOrganization and Qualification), Section 3.2 (Authorization; Enforceability), and Section 3.19 (Brokers) (the “Fundamental Representations”) or any representations or warranties made fraudulently (“Fraudulent Representations”) shall survive until July 31, 2015, the Closing indefinitely and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 3.7 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(viTaxes) shall survive only until July 31in accordance with the applicable statute of limitations. The covenants of the Sellers will survive the Closing in accordance with their terms. In order for any representations or warranties to be deemed “Fraudulent Representations”, 2021such representations and warranties must be a knowing and intentional misrepresentation of a material fact by Sellers with the intent that Buyer rely on such fact, (ii) Sellercoupled with Buyer’s liability detrimental reliance on such fact under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability circumstances that constitute common law fraud under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014applicable Law. (b) Buyer’s liability for any breach of the All representations and warranties made by it in of the Buyer contained in, or arising out of, this Agreement or the Ancillary Agreements shall survive until the date that is eighteen Closing hereunder for a period of twelve (1812) months after the Closing Date, except after which they shall expire and be of no further force or effect, provided, however, that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 4.1 (AuthorityOrganization and Qualification), Validity Section 4.2 (Authorization; Enforceability) and Effect) or Section 6.5 4.8 (No Brokers) shall have no expiration. (c) survive indefinitely. The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall Buyer will survive the Closing in accordance with their terms. (dc) No Party providing indemnification pursuant to this Article X VIII (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a8.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.8.1

Survival Periods. (a) Seller’s liability All representations and warranties of the Parties contained in this Agreement, the Transition Agreements or any certificate or instrument delivered in connection herewith shall survive the Closing for any breach a period of fifteen (15) months immediately following the date of the Closing, except that (i) the representations and warranties made contained in Section 3.14 (Employee Benefit Plans), Section 3.10 (Environmental Matters) and, insofar as they relate to environmental Liabilities, Section 3.6(a) shall survive the Closing until the fifth (5th) anniversary thereof and (ii) the representations and warranties contained in Section 3.15 (Taxes) shall survive the Closing until 60 days after the expiration of the applicable statute of limitations. The Closing shall not in and of itself constitute a waiver by any party of any rights it may have with respect to any obligations of the other parties hereunder. In the event that an Indemnified Party (as defined below) provides written notice in accordance with Section 9.3 to the Indemnifying Party (as defined below) within the applicable period of time set forth in the first sentence of this Section 9.1(a), and such claim shall not have been finally resolved before the expiration of the applicable period referred to in the first sentence of this Section 9.1(a), any representation or warranty that is the basis for such claim shall continue to survive and shall remain a basis for indemnity only as to such specific claim (but as to no other claim) until such claim is finally resolved. Notwithstanding the foregoing, there shall be no period of time within which notice of or a claim for indemnity against Seller must be provided by Purchaser with respect to those items set forth in Sections 9.2(a)(iii), (iv) or (v) or a claim for indemnity against Purchaser must be provided by Seller with respect to those items set forth in Sections 9.2(b)(iii) or (iv) hereof. (b) This Section 9.1 shall not limit any covenant or agreement of the parties contained in this Agreement or the Ancillary Transition Agreements shall survive until the date that is eighteen (18) months which by its terms contemplates performance after the Closing DateClosing, except that Seller’s liability for and shall not extend the applicability of any breach covenant or agreement of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for any breach of the representations and warranties made by it parties contained in this Agreement or the Ancillary Transition Agreements shall survive until which by its terms solely relates to the period between the date that is eighteen (18) months after hereof and the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expirationClosing. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability for any breach of the All representations and warranties made by it of the parties contained in this Agreement Agreement, the Disclosure Schedule, or the Ancillary Agreements any certificate or instrument delivered in connection herewith shall survive the Closing (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect until the date that is eighteen (18) 24 months after from the Closing Date; provided, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 2.12 (Intellectual Property) shall survive until July 31, 2015hereof, and Seller’s liability for any breach Section 2.17 (Title to Properties) hereof, and the related sections of the Disclosure Schedule, shall continue in full force and affect until five years from the Closing Date, and that the representations and warranties set forth in Section 5.2 2.10 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No BrokersTaxes) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015hereof, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for any breach the related sections of the representations and warranties made by it in this Agreement or the Ancillary Agreements Disclosure Schedule, shall survive until the date that is eighteen (18) months after ninety days following the Closing Date, except that Buyer’s liability for any breach expiration of the representations applicable statutes of limitation (including any extensions thereof) and warranties set forth in Section 6.2 (Authority, Validity the covenants and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants agreements of each Party made by it in this Agreement or the Ancillary Agreements parties hereto shall survive the Closing in accordance with their terms. In the event that an Indemnified Party (as defined below) (x) receives notice of or identifies any matter which provides a reasonable basis for a claim to indemnification hereunder within the applicable period provided in this Section 7.1(a) and (y) provides notice to the Indemnifying Party (as defined below) of the receipt of such notice or such identification, and such claim shall not have been finally resolved before the expiration of the applicable period referred to in this Section 7.1(a), any representation, warranty, covenant or agreement that is the basis for such claim shall continue to survive and shall remain a basis for indemnity as to such claim until such claim is finally resolved. Notwithstanding the foregoing, there shall be no period of time within which notice of or a claim for indemnity must be provided with respect to those items set forth in Sections 7.2(a)(ii) and 7.2(b)(ii) hereof. For purposes of this Agreement, the representations and warranties of the Seller contained herein shall be deemed to include the Disclosure Schedule. The Seller agrees that the Closing shall not in and of itself constitute a waiver by the Buyer of any rights the Buyer may have with respect to any representations and warranties. (db) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to This Section 7.1 shall not limit any covenant or agreement of the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth parties contained in this Section 10.1 are intended to shorten Agreement which by its terms contemplates performance after the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barredClosing.

Survival Periods. All representations and warranties contained in this Agreement (aincluding the Schedules hereto) Seller’s liability shall survive for any breach a period of eighteen (18) months, except for matters involving the title to the Assets, as to which the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is expiration of any applicable statue of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall survive for eighteen (18) months after following the Closing Date, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject Notwithstanding anything to the foregoingcontrary contained herein, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) the expiration of any such survival periods shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for not preclude any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding with respect to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of any the applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten period; provided, however, that the period otherwise provided by law during which claims for breach of representations representations, warranties, covenants, indemnities and warranties can be made, and that such claims must be asserted within agreements contained herein shall survive after the applicable survival period set forth with respect to any claim that a party shall make in writing in accordance with this Section 10.1 Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or be forever barredcause of action is finally resolved.

Survival Periods. (a) Seller’s liability for any breach The warranties of the representations and warranties made by it Selling Shareholders contained in this Agreement or the Ancillary Agreements shall survive the Closing as follows: (i) with respect to the Fundamental Representations, until the date that is eighteen (18) months after sixth anniversary of the Closing Date, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, ; (ii) Seller’s liability under with respect to Section 10.2(a)(iv)(1) shall survive only 3.19 (Taxes), until July 31, 2015, and the seventh anniversary of the Closing Date; (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only with respect to all other warranties contained in Article III, until July 31the 24-month anniversary of the Closing Date (the first day following the last day of each of the foregoing survival periods, 2014as applicable, the “Release Date”). (b) Buyer’s liability for any breach Notwithstanding the foregoing, in no case shall the termination of the representations warranties, covenants and warranties made by it in this Agreement agreements affect any claim for or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Buyer’s liability for any breach arising out of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expirationrelating to fraud or willful misrepresentation. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing Parties agree that if a Claim Notice in accordance with their termsthe terms herein is duly and timely delivered to the Selling Shareholders’ Representative prior to the Release Date , in good faith and on reasonable grounds, with respect to an Indemnified Event occurring prior to the Release Date, then the lapsing of the warranties shall not affect the claim specified in such Claim Notice, which claim shall, except where expressly provided otherwise herein, survive until finally resolved in accordance with Section 8.04, provided that proceedings are commenced (being both issued and served, provided that if the Purchaser is unable to effect actual service it shall be entitled to rely on such deemed service provisions as shall be provided by the Law of the relevant jurisdiction) by the relevant Party in accordance with Section 9.06 within twelve (12) months from the service of such notice, failing which the liability of the Selling Shareholders for the Indemnified Event specified in such notice shall cease. (d) No Party providing indemnification pursuant Any claim (other than for fraud or willful misrepresentation) with respect to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification which a Claim Notice was not duly and timely delivered to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification Selling Shareholders’ Representative prior to the expiration of any applicable period set forth Release Date in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended accordance with the terms hereof shall be deemed to shorten the period otherwise provided by law during which claims for breach of representations have been waived and warranties can shall be madeabsolutely and forever barred and unenforceable, null and void, and that such claims must be asserted within of no force or effect whatsoever and the applicable survival period set forth in this Section 10.1 or be forever barredSelling Shareholders shall have no liability with respect thereto.

Survival Periods. (a) Seller’s liability for any breach None of the representations and warranties made by it representations, warranties, covenants or agreements set forth in this Agreement or in any certificate delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants or agreements, shall survive the Ancillary Agreements Closing (and there shall be no Liability after the Closing in respect thereof), in each case, except for (i) those covenants and agreements that by their terms are to be performed, in each case, in whole or in part after the Closing, and then only with respect to the period following the Closing (including any breaches occurring after the Closing), which shall survive until thirty (30) days following the date that is eighteen of the expiration, by its terms, of the obligation of the applicable Party under such covenant or agreement, including when such covenant or agreement has been fully performed, (18ii) Section 3.24(b), which shall survive for fifteen (15) months after the Closing Date, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) 6.1(a), which shall survive only until July 31, 2014. for twelve (b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (1812) months after the Closing Date, except that Buyer’s liability for any breach and (iv) Section 10.2(a)(ii), which shall survive until thirty (30) days after the date of the representations expiration of the applicable statute of limitations with respect to the applicable Tax. Notwithstanding the foregoing, any representation, warranty, covenant or agreement in respect of which indemnity may be sought under Section 10.2, and warranties set forth in Section 6.2 (Authoritythe indemnity with respect thereto, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification time at which it would otherwise terminate pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered Section 10.1 if written notice of its claim for indemnification the breach or non-fulfillment thereof giving rise to such right or alleged right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time, in which case it shall survive until the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b)associated claim is finally resolved. (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability for any breach of the All representations and warranties made by it the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that: (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitely; (ii) the representations and warranties contained in Section 4(q) (Tax Matters) and 4(s) (Employee Benefits) shall survive the Closing (and any claims for the breach thereof may be brought) until the expiration of the statute of limitations with respect to the underlying matter giving rise to the applicable claim, plus thirty (30) days; and (iii) any claims based upon fraud, criminal activity, intentional misrepresentation, or willful concealment or misconduct may be brought anytime indefinitely. The last date on which a claim for the breach of a representation or warranty contained in this Agreement or in any Ancillary Certificate may be brought in accordance with the Ancillary Agreements foregoing is referred to herein as the “Expiration Date” of such representation or warranty. Any such claim must be asserted by a written notice, setting for the specific claim and the basis therefor in reasonable detail, on or before the applicable Expiration Date, provided that, notwithstanding anything to the contrary contained in this Section 7(a), if such a written notice is given with respect to any claim, such claim shall survive until the date that is eighteen (18) months after the Closing Date, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014fully resolved as provided herein. (b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Seller’s liability for any breach None of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31this Agreement or in any certificate, 2015statement or instrument delivered pursuant to this Agreement, and Seller’s liability for including any rights arising out of any breach of the such representations and warranties set forth in Section 5.2 (Authoritywarranties, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only the Closing (and there shall be no liability after the Closing in respect thereof). The covenants and agreements contained in this Agreement shall, in each case, survive until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014their Applicable Limitation Dates. (b) Buyer’s liability No Person shall be entitled to recover for any Loss pursuant to Section 6.5(a) or Section 6.5(b) unless written notice of a claim thereof is delivered to Equityholder (in the case of a claim for which indemnification is available pursuant to Section 6.5(a)) or Parent (in the case of a claim for which indemnification is available pursuant to Section 6.5(b)), as the case may be, prior to the Applicable Limitation Date. (c) For purposes of this Agreement, “Applicable Limitation Date” means, (i) in respect of any breach or non-fulfillment of any covenant of the representations and warranties made Company, Equityholder or Parent, as applicable, that by it in this Agreement its terms contemplate performance on or prior to the Ancillary Agreements Closing shall survive until the date that is eighteen for a period of twelve (1812) months after the Closing Date, except that Buyer’s liability for and (ii) in respect of any breach or non-fulfillment of any covenant or agreement of the representations Company, Equityholder or Parent, as applicable, that survives the Closing Date and warranties set forth which breach or non-fulfillment occurs after the Closing, the date of the expiration, by their terms, of the obligations of the applicable Party under such covenant or agreement, including when such covenant or agreement has been fully performed plus ninety (90) days. Notwithstanding the foregoing, any representation, warranty, covenant or agreement in respect of which indemnity may be sought under Section 6.2 (Authority6.5, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements indemnity with respect thereto, shall survive the Closing in accordance with their terms. (d) No Party providing indemnification time at which it would otherwise terminate pursuant to this Article X (an “Indemnifying Party”) is obligated Section 6.4 if notice of the misrepresentation, breach or non-fulfillment thereof giving rise to provide such indemnification right or alleged right of indemnity shall have been given to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification against whom such indemnity may be sought prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b)such time. (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability for any breach of the All representations and warranties made by it contained in this Agreement or (including the Ancillary Agreements Schedules hereto) shall survive until the date that is eighteen for a period of twenty (1820) months after from the Closing Date, except that Seller’s liability for any breach of matters involving the title to the Assets, as to which the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014. (b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months expiration of any applicable statute of limitations. All covenants and agreements contained herein which are to be performed after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing until fully performed in accordance with their terms. (d) No Party providing indemnification pursuant , and all covenants and agreements contained herein which are, in accordance with their terms, to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification be performed at or prior to the other Party or its Related Persons (Closing shall terminate on the “Indemnified Party”) based upon a breach Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of representations and warranties unless the Indemnified Party has delivered written notice of its any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding initiated by a third-party, including, but not limited, to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of any the applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth in this Section 10.1 are intended to shorten period; provided, however, that the period otherwise provided by law during which claims for breach of representations representations, warranties, covenants, indemnities and warranties can be made, and that such claims must be asserted within agreements contained herein shall survive after the applicable survival period set forth with respect to any claim that a party shall make in writing in accordance with this Section 10.1 Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or be forever barredcause of action is finally resolved.

Survival Periods. (a) Seller’s liability All representations and warranties of the parties hereto contained in this Agreement shall survive the Closing for any breach a period of one (1) year following the date of the Closing; except for (i) the representations and warranties made by it set forth in this Agreement or the Ancillary Agreements Sections 3.01, 3.02(a), 3.02(b), 3.04(a), 3.12 and 3.13, which shall survive until the date that is eighteen (18) months after third anniversary of the Closing Date(the “Special Survival Period”), except that Seller’s liability for any breach of and (ii) the representations and warranties set forth in Section 5.6 (Intellectual Property3.11(b) to the extent any they relate to or arise out of a Monetary Default, which shall survive until July 31, 2015, and Seller’s liability for any breach the eighteen (18) month anniversary of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014Closing. (b) Buyer’s liability for any breach In the event that an Indemnified Party (as defined below) provides written notice in accordance with Section 8.03 to the Indemnifying Party (as defined below) within the applicable period of time set forth in the first sentence of this Section 8.01(a), and such claim shall not have been finally resolved before the expiration of the representations applicable period referred to in the first sentence of this Section 8.01(a), any representation or warranty that is the basis for such claim shall continue to survive and warranties made shall remain a basis for indemnity only as to such specific claim (but as to no other claim) until such claim is finally resolved. Notwithstanding the foregoing, there shall be no period of time within which notice of or a claim for indemnity against any Seller must be provided by it Buyer with respect to those items set forth in Sections 8.02(a)(i)(D). This Section 8.01 shall not limit any covenant or agreement of the parties contained in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months which by its terms contemplates performance after the Closing DateClosing, except that Buyer’s liability for and shall not extend the applicability of any breach covenant or agreement of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration. (c) The covenants of each Party made by it parties contained in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification which by its terms solely relates to the other Party or its Related Persons (period between the “Indemnified Party”) based upon a breach of representations date hereof and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b)Closing. (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.

Survival Periods. (a) Seller’s liability for any breach of The obligations to indemnify and hold harmless the Buyer Indemnified Parties and the Seller Indemnified Parties (collectively, the “Indemnified Parties”) will survive the Closing (a) indefinitely with respect to the representations and warranties made by it contained in this Agreement Sections 4.02(a) [organization, standing and authority], 4.02(b) [corporate authority], 4.02(d)(1) [title to purchased assets], 4.02 (i) [no brokers], 4.03 (a) [organization, standing and authority], and 4.03 (b) [corporate authority], (b) until 60 calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the Ancillary Agreements shall survive matters contained in Section 4.02(j) [taxes] and (c) until the date that is eighteen (18) months after third anniversary of the Closing Date (the “Cut-Off Date, except that Seller’s liability for any breach ”) in the case of the all other representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expirationwarranties. Subject to Notwithstanding the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) any obligation in respect of a claim for indemnity that is asserted in writing with reasonable specificity as to the nature and, if then determinable, amount of the claim prior to the Cut-Off Date shall survive only past such date until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014finally resolved or settled. (b) Buyer’s liability for any breach of the representations and warranties made by it in No Action may be commenced or indemnification sought under this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing DateArticle X unless written notice, except that Buyer’s liability for any breach of the representations and warranties set setting forth in Section 6.2 reasonable detail the claimed breach thereof, shall be delivered pursuant to Sections 10.05 and 11.01 to the party against whom indemnification is sought (Authority, Validity and Effectthe “Indemnifying Party”) or Section 6.5 (No Brokers) shall have no expirationprior to the Cut-Off Date. (c) The covenants For purposes of each Party made this Agreement, a party’s representations and warranties shall be deemed to include such party’s Disclosure Letter and all other documents or certificates delivered by it or on behalf of such party in connection with this Agreement. No party’s rights hereunder (including rights under this Article X) shall be affected by any investigation conducted by or any knowledge acquired (or capable of being acquired) by such party at any time, whether before or after the execution or delivery of this Agreement or the Ancillary Agreements shall survive Closing, or by the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration waiver of any applicable period set forth in Section 10.1(a) or Section 10.1(b)condition to Closing. (e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.