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 for any breach of the The representations and warranties made by it of the parties contained in this Agreement or the Ancillary Agreements in any certificate or like instrument delivered pursuant hereto shall survive the Closing until the date that is eighteen (18) months after from the Closing Date (the “Survival Period”); provided, that (i) the representations and warranties of Sellers contained in Section 2.11 [Employee Benefit Plans] and Section 2.13 [Taxes] shall survive the Closing until the expiration of the state and federal statute of limitations applicable to the matters covered thereby, (ii) the representations and warranties of Sellers contained in Section 2.17 [Environmental] shall survive for five years from the Closing Date, except and (iii) the representations and warranties in Section 2.1 [Organization, etc.], Section 2.2 [Subsidiaries], Section 2.4 [Ownership of Securities], Section 2.25 [Brokers; Finders and Fees] Section 3.1 [Title to Securities], Section 3.2 [Valid and Binding Agreement], Section 4.1 [Organization, etc.], Section 4.2 [Authority Relative to this Agreement] and Section 4.5 [Brokers, Finders and Fees] of this Agreement shall survive the Closing indefinitely, (iv) the representations and warrants in Section 2.16 that Seller’s liability relate to the “Xxxxxx Xxxx” trademark, trade name, domain name and related logos listed on Section 2.16 of the Seller Disclosure Letter shall survive the Closing indefinitely and (v) the covenants and agreements of Sellers, Sellers’ Representative or Buyer contained in this Agreement shall survive indefinitely, provided, however, in all instances that, with respect to any specific representation or warranty under which an Indemnified Party shall have delivered a notice of a claim prior to the respective termination date for the Survival Period of such representation or warranty as set forth in this subsection and as to which such claim has not been completely and finally resolved prior to such termination date, such representation or warranty shall survive for purposes of such claim for the period of time beyond such termination date sufficient to resolve, completely and finally, the claim relating to such representation or warranty in accordance with this Agreement. Except as otherwise provided herein, the parties agree that no claims or causes of action may be brought against Sellers or Buyer based upon 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 contained 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 expirationSurvival Period. (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 The representations and warranties made by it of Seller set forth in this Agreement or the Ancillary Agreements in any certificate or instrument delivered pursuant hereto (and Seller’s Liability for breach of any such representations and warranties) shall survive until the date that is eighteen (18) months two years after the Closing Date, except that Seller’s liability for any breach of the representations and warranties of Seller (and Seller’s Liability for breach of any such representations and warranties) set forth in Section 5.6 5.1 (Intellectual Property) shall survive until July 31Organization and Standing), 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 5.17 (Employee Benefit Plans), Section 5.19 (Taxes) and Section 5.20 (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 two months after the expiration of the applicable periods under the Laws prescribing applicable statues of limitation with respect to the subject matter of such representations and warranties. (18b) months The representations and warranties of Buyer set forth in this Agreement or in any certificate or instrument delivered pursuant hereto (and Buyer’s Liability for breach of any such representations and warranties) shall survive until the date that is two years after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties of Buyer (and Buyer’s Liability for breach of any such representations and warranties) set forth in Section 6.1 (Organization and Standing), Section 6.2 (Authority, Validity and Effect) or and Section 6.5 (No Brokers) shall have no expirationsurvive until the date that is two months after the expiration of the applicable periods under the Laws prescribing applicable statues of limitation with respect to the subject matter of such representations and warranties. (c) The covenants of Except as otherwise expressly set forth herein, each Party covenant made by it in a Party under this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their its 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. If the Merger is consummated, the following survival periods will apply (each, a “Survival Period”): (a) Seller’s liability for any breach of the representations and warranties made by it of the Company contained in this Agreement or will survive the Ancillary Agreements shall Effective Time and remain in full force and effect until 11:59 p.m. Pacific Time on the Holdback Release Date; except that (i) the Company Fundamental Representations (other than Section 3.12 (Taxes)) will survive until the date that is eighteen later of (18A) expiration of the applicable statute of limitations or (B) 36 months after following the Closing Date and (ii) Section 3.12 (Taxes) will survive until the later of (A) expiration of the applicable statute of limitations or (B) six years following the Closing Date, except ; provided that Seller’s liability nothing in this Section 9.5(a) will limit any 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), Fraud 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.intentional misrepresentation; (b) Buyer’s liability the Indemnifying Holders’ obligations for any breach of the representations all other Indemnifiable Matters (other than for Pre-Closing Taxes and warranties made by it in this Agreement Fraud or the Ancillary Agreements shall intentional misrepresentation) will survive until the date that is eighteen (18) months after expiration of the Closing Date, applicable statute of limitations; except that Buyer’s liability the Survival Periods for any breach Indemnifiable Matters relating to (i) Pre-Closing Taxes will be 60 days following the expiration of the representations applicable statute of limitations and warranties set forth in Section 6.2 (Authority, Validity ii) Fraud or intentional misrepresentation will not be limited and Effect) claims related to Fraud or Section 6.5 (No Brokers) intentional misrepresentation shall have no expiration.survive indefinitely; and (c) The the representations, warranties and covenants of each Party made by it Parent contained in this Agreement and the other Transaction Documents will expire and be of no further force or effect as of the Ancillary Agreements shall Effective Time; except for (i) covenants to be performed after the Effective Time, which will survive until performed and (ii) Sections 5.2(a) to 5.2(c), which will survive until all Parent Shares as part of the Closing Consideration are actually issued 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(b2.4(a). (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.

Survival Periods. (a) Seller’s Sellers' liability for any breach of the representations and warranties made by them in this Agreement shall survive until the date that is eighteen months after the Closing Date, except that: (i) Sellers' liability for any breach of the representations and warranties set forth in Section 5.17 (Taxes) or Section 5.18 (Employee Benefit Plans) will survive until the expiration of all applicable periods under the Laws prescribing applicable statutes of limitation with respect to the subject matter of such representations and warranties; (ii) Sellers' liability for any breach of the representations and warranties set forth in Section 5.19 (Environmental Matters) will survive for five years after the Closing Date; and (iii) Sellers' liability for any breach of the representations and warranties set forth in Section 5.1 (Organization and Standing), Section 5.2 (Authority, Validity and Effect), Section 5.6 (Acquired Assets), or Section 5.24 (No Brokers) will survive indefinitely. (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) six months after the Closing Dateexpiration of the Lock-Up Period (as defined in the Share Ownership Agreement), except that Seller’s Buyer's liability for any breach of the representations and warranties set forth in Section 5.6 6.1 (Intellectual Property) shall survive until July 31Organization and Standing), 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 6.2 (Authority, Validity and Effect), Section 5.4 6.3 (TitleCapitalization; Title to Stock), or Section 5.19 6.11 (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 will 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 expirationindefinitely. (c) The Each of the covenants and agreements of each Party made by it in this Agreement or the Ancillary Agreements Parties shall survive the Closing in accordance with their its terms. (d) No Party party providing indemnification pursuant to this Article X (an “Indemnifying Party”"INDEMNIFYING PARTY") is obligated to provide such indemnification with respect to the representations and warranties (but not the covenants) to the other Party or its Related Persons party (the “Indemnified Party”"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 the applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth , unless such claim is based upon the assertion that the Indemnifying Party had committed fraud; provided, however, that any claim for indemnification for which a notice has been given in this accordance with Section 10.1 are intended 10.4 on or before the expiration of such period may continue 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 barredand indemnified against until finally resolved.

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 or the Ancillary Agreements shall survive the Closing and shall continue until the date that is eighteen (18) months after -month anniversary of the Closing DateDate but, except as provided in Section 6.2(a)(iii) of this Agreement, shall not survive any termination of this Agreement; provided that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 2.1 (Intellectual PropertyOrganization; Etc. of Seller), Section 2.2 (Authority of Seller), Section 2.3 (Capitalization), Section 2.4(b) (Ownership), Section 2.10 (Employee Benefit Plans), Section 2.14 (Environmental Matters), Section 3.1 (Organization; Etc. of Buyer), Section 3.2 (Authority of Buyer) (the “Fundamental Representations”) shall survive the Closing and shall continue until July 31the 36-month anniversary of the Closing Date, 2015, and Seller’s liability all claims for any breach of any other covenant shall survive until the 36-month anniversary of the Closing Date, the representations and warranties set forth in Section 5.2 2.13 (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)(iiiTaxes) and Section 10.2(a)(vi4.8 (Tax Matters) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 201560 days following the expiration of the applicable statute of limitations, 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 2.4(a) (Authority, Validity and Effect) or Section 6.5 (No BrokersOwnership) shall have no expiration. (c) survive indefinitely. The covenants and agreements of each Party made by it the parties contained in this Agreement or that by their terms contemplate performance after the Ancillary Agreements Closing, including without limitation Sections 4.8 and 4.12, shall survive the Closing in accordance with their terms. (d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) until 60 days following the date specified therein, or if no such date 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 specified, the expiration of any the applicable statute of limitations for each such covenant and agreement. The applicable period set forth in Section 10.1(a) or Section 10.1(b). (e) The survival periods set forth above in this Section 10.1 are intended 7.1 for each such representation, warranty, covenant and agreement is referred to shorten herein as the period otherwise provided by law during which “Survival Period.” The parties intend to modify the statute of limitations and agree that no claims for breach or causes of representations and warranties can action may be madebrought against the Seller or the Buyer based upon, and that such claims must be asserted within directly or indirectly, any of the representations, warranties, covenants or agreements contained in this Agreement after the applicable survival period set forth Survival Period or, except as provided in Section 6.2(a)(iii) of this Section 10.1 or be forever barredAgreement, any termination of this Agreement.

Survival Periods. (a) Seller’s Sellers' liability for any breach of the representations and warranties made by them in this Agreement shall survive until the date that is eighteen months after the Closing Date, except that: (i) Sellers' liability for any breach of the representations and warranties set forth in Section 5.17 (Taxes) or Section 5.18 (Employee Benefit Plans) will survive until the expiration of all applicable periods under the Laws prescribing applicable statutes of limitation with respect to the subject matter of such representations and warranties; (ii) Sellers' liability for any breach of the representations and warranties set forth in Section 5.19 (Environmental Matters) will survive for five years after the Closing Date; and (iii) Sellers' liability for any breach of the representations and warranties set forth in Section 5.1 (Organization and Standing), Section 5.2 (Authority, Validity and Effect), Section 5.6 (Acquired Assets), or Section 5.24 (No Brokers) will survive indefinitely. (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) six months after the Closing Dateexpiration of the Lock-Up Period (as defined in the Share Ownership Agreement), except that Seller’s Buyer's liability for any breach of the representations and warranties set forth in Section 5.6 6.1 (Intellectual Property) shall survive until July 31Organization and Standing), 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 6.2 (Authority, Validity and Effect), Section 5.4 6.3 (TitleCapitalization; Title to Stock), or Section 5.19 6.11 (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 will 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 expirationindefinitely. (c) The Each of the covenants and agreements of each Party made by it in this Agreement or the Ancillary Agreements Parties shall survive the Closing in accordance with their its 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 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 All claims and causes of action with respect to all of the representations representations, warranties, covenants and warranties made by it agreements of Colfax and Seller contained in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after following the Closing Date, except that Seller’s liability for any breach all claims and causes of action with respect to (i) (A) Sections 3.01 (Authorization), 3.02 (LLC Interests to be Transferred), 3.03 (Organization and Standing), and the representations and warranties confidentiality provisions set forth in Section 5.6 5.10 (Intellectual PropertyNon-competition; Non-solicitation; Confidentiality) shall have no expiration date and shall survive indefinitely, (B) Section 3.10 (Taxes), Section 3.15 (No Brokers) and Section 5.08 (Tax Matters) shall survive for the applicable statute of limitations (including extensions) plus a period of thirty (30) days and (C) Section 5.10 (Non-competition; Non-solicitation; Confidentiality) other than the confidentiality provisions, and Sections 9.02(a)(iv) and (v) shall survive until July 31, 2015the date that is three (3) years following the Closing Date, 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) Retained Liability Claims shall survive only until July 31, 2015, indefinitely. All claims 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 causes of action with respect to all of the representations representations, warranties, covenants and warranties made by it agreements of Buyer contained in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after following the Closing Date, except that Buyer’s liability for any breach (i) all claims and causes of action with respect to Sections 4.01 (Organization and Good Standing), Section 4.02 (Authorization), 4.06 (No Brokers) and the representations and warranties confidentiality provisions set forth in Section 6.2 5.10 (AuthorityNon-competition; Non-solicitation; Confidentiality) shall survive indefinitely and (ii) Section 5.10 (Non-competition; Non-solicitation; Confidentiality) other than the confidentiality provisions, Validity shall survive until the date that is three (3) years following the Closing Date. (b) In the event notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 9.02 (Indemnification by Seller and EffectColfax) or Section 6.5 9.03 (No Brokers) shall have no expiration. (c) The covenants of each Party made Indemnification 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”Buyer) is obligated to provide such indemnification to given (within the other Party or its Related Persons meaning of Section 11.03 (the “Indemnified Party”Notices) 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 barredperiod, the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved.