Common use of SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE Clause in Contracts

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “Survival General Indemnity Escrow Period”), provided that (a) the representations and warranties set forth in *** , *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 6 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein in this Agreement or in any other Closing Document or document, certificate or other instrument required delivered by a party pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby this Agreement shall survive the Closing and shall continue until *** terminate on, and no claim or action with respect thereto may be brought after, the date that is sixteen months (16) after the Closing Date (such 16-month period, the “General Survival Period”); provided, provided however, that (a) the representations and warranties set forth contained in *** , Section 3.13 (Tax Matters) shall survive until sixty and shall terminate on, and no claim or action with respect thereto may be brought after, the twentieth (6020th) days day after the expiration of the applicable statutes statute of limitations (including any extensions or waivers thereof) and (bii) the representations and warranties set forth contained in *** Sections 3.1 (Organization and Good Standing), 3.2 (Authority and Enforceability), 3.4 (Capitalization) and 3.5 (Subsidiaries) shall survive indefinitely the Closing indefinitely. The representations and warranties contained in Sections 3.1 (Organization and Good Standing), 3.2 (aAuthority and Enforceability), 3.4 (Capitalization), 3.5 (Subsidiaries) and 3.13 (b), together, Tax Matters) are collectively referred to as the “Fundamental Representations”); provided.” Except as otherwise expressly provided herein, further, that claims relating to any and all covenants and agreements of the parties contained in this Agreement to be performed by the parties at or prior to the extent Closing Date shall survive the Closing and shall terminate on, and no claim or action with respect thereto may be brought after, the date that is sixteen (16) months after the Closing Date. All other covenants and agreements of the parties contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the Merger indefinitely. The termination of the foregoing survival periods shall not affect the rights of any written indemnified Person in respect of any claim for indemnification is indemnifiable Damages made by such indemnified Person in a writing received by another party prior to the expiration date of such survival periods, in which case the representations and warranties on which any indemnification obligations set for the in this Article X shall continue with respect to such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of until such claim pursuant to Section 7 hereofhas been finally resolved. The right to indemnification, indemnification for payment of Damages or other remedy based on such representations, warranties, covenants, for any matter set forth in any of Sections 10.2(a)(ii) through and obligations will including 10.2(a)(xi) shall not be affected or in any way compromised by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) by Buyer or any of Buyer’s Representatives at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition set forth in Article VII that is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will shall not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, covenants and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All (a) Subject to Section 8.9, all representations and warranties of Purchaser contained in this Agreement shall terminate one year after the Closing Date; provided that the representations and Seller Parties warranties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby Section 3.13 (Environmental Matters) shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes statute of limitations (including any extensions or waivers thereof) and (b) limitations; provided further that the representations and warranties set forth contained in *** Section 3.2 (Capitalization) shall survive indefinitely ((athe Closing indefinitely. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 7.1(a) and shall limit any covenant, obligation or agreement of the Parties which by its terms contemplates performance after the Closing. (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date ) The right of the representations Purchaser Indemnified Parties, on the one hand, and warranties the Seller Indemnified Parties, on which any such claim for indemnification is basedthe other hand, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected by any investigation conducted with respect toconducted, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representationof the representations, warrantywarranties, covenantcovenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of Damages, indemnification or other remedy based on such representations, warranties, covenants, obligations and obligations. agreements. (c) Notwithstanding anything in this Agreement to the Survival Periodcontrary, Purchaser’s if the Closing occurs (i) each of the Seller Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to indemnification under recovery that it might otherwise have against any of the Option Purchase MGM Acquired Entities with respect to representations, warranties, covenants, obligations and agreements made by any of the MGM Parties contained in this Agreement and (ii) the representations, warranties, covenants, obligations and agreements made by the MGM Acquired Entities contained in this Agreement shall not be affected in the event that a claim for indemnification has been made prior terminate solely with respect to the expiration of MGM Acquired Entities (not as to the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth thereinother MGM Parties).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties of Purchaser and Seller Parties contained herein given or made by either Party in this Agreement or any other Closing Document or document, certificate or other instrument required writing furnished in connection herewith, and related indemnity rights, shall survive the Closing for a period of twelve (12) months after the Closing Date, and shall thereafter terminate and be of no further force or effect except that any representation or warranty, and related indemnity rights, as to which a claim (including a contingent claim) shall have been asserted during the survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. (b) The covenants and agreements of the Parties contained in Article 7 and Article 11 of this Agreement shall survive the Closing indefinitely, unless otherwise specified herein. (c) Except as set forth in Section 5.7, the representations and warranties of the Parties set forth herein, subject to the express exceptions thereto, shall not be delivered hereunder affected by any information furnished to, or thereunder any investigation, inspection or audit conducted before or after the Effective Date or the Closing Date by, any of the Parties or their respective representatives in connection with the transactions contemplated hereby shall survive the Closing Transactions (including, without limitation, any inspection or investigation referred to in Sections 6.10(b) or (c) and shall continue until *** after the Closing (the “Survival Period”any inspection conducted pursuant to Section 8.15), provided that (a) and each Party shall be entitled to rely upon the representations and warranties of the other Party set forth herein notwithstanding any investigation, inspection or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing. Except as set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), togetherSection 5.7, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages indemnification or other remedy based on such any of the representations, warranties, covenants, and covenants or obligations in this Agreement or any of the Ancillary Agreements will not be affected by any investigation or audit conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Effective Date or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations All representations, warranties, covenants, and warranties set forth obligations in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), togetherthis Agreement, the “Fundamental Representations”); providedDisclosure Letter, further, that the supplements to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is basedDisclosure Letter, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim certificate delivered pursuant to Section 7 hereof7.2(d)(iv), and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, payment of Damages Damages, or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect toby, or any Knowledge acquired (or capable of being acquired) acquired by, Buyer, or its affiliates or representatives at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding . (b) The parties shall have, as their sole and exclusive remedies relating to this Agreement or the Survival PeriodContemplated Transactions, Purchaser’s rights the following: (i) For claims made before Closing, the parties shall have any remedy available at law or in equity provided, however, in no event shall any party be entitled to any indirect, special, incidental or consequential damages or loss, including without limitation, loss of profits, income or business opportunities by the other party or any party claiming through such other party. (ii) For claims asserted after Closing under this Agreement, except for claims based upon fraud or intentional misrepresentation, the parties shall have the indemnification remedies as provided in this Article 9. (iii) For claims made at any time based upon fraud or intentional misrepresentation, the parties shall have any remedy available at law or in equity. (iv) For claims made under any agreement related to this Agreement, the Option Purchase parties shall have any remedy at law or equity, except as expressly limited in such agreement. (v) Nothing in this Agreement shall not be affected in the event that a claim for indemnification has been made prior or any other Seller Closing Document is intended to waive or limit any remedies available to the expiration of the Survival Period Clayco shareholders under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein)applicable federal or state securities laws.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties contained in this Agreement shall terminate on March 31, 2008, provided, however, that the representations and warranties in Section 4.1 (Organization and Qualification) and Section 4.2 (Ownership of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby Membership Interest) shall survive the Closing indefinitely, and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , Section 4.7 (Taxes) shall survive until terminate sixty (60) days after the expiration of the applicable statutes statute of limitations (including limitations. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.1(a) shall limit any extensions covenant, obligation or waivers thereof) and agreement of the Parties which by its terms contemplates performance after the Closing. (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date The right of the representations Purchaser Indemnified Parties, on the one hand, and warranties the Seller Indemnified Parties, on which any such claim for indemnification is basedthe other hand, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected by any investigation conducted with respect toconducted, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representationof the representations, warrantywarranties, covenantcovenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of Damages, indemnification or other remedy based on such representations, warranties, covenants, obligations and obligations. agreements. (c) Notwithstanding anything in this Agreement to the Survival Periodcontrary, Purchaser’s if the Closing occurs (i) each of the Seller Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to indemnification under recovery that it might otherwise have against the Option Purchase Company with respect to representations, warranties, covenants, obligations and agreements made by any of the MGM Entities contained in this Agreement and (ii) the representations, warranties, covenants, obligations and agreements made by the Company contained in this Agreement shall not be affected in the event that a claim for indemnification has been made prior terminate solely with respect to the expiration of Company (not as to the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth thereinother MGM Entities).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations Subject to the limitations described herein, all representations, warranties, covenants, and warranties of Purchaser and Seller Parties contained herein or obligations in any other Closing Document or documentthis Agreement, certificate or other instrument required the certificates delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((aSection 2.4(a) and (b), togetherand any other certificate or document delivered pursuant to this Agreement will survive the Closing as follows: (i) all representations, warranties, covenants and obligations, other than any representation or warranty contained in Section 3.9, 3.13 or any claim based upon an intentional fraudulent misrepresentation, shall survive the “Fundamental Representations”); providedClosing until May 31, further1998, that and shall thereupon expire together with any right to indemnification (except to the extent any a written notice asserting a claim for indemnification is made breach of any such representation or warranty shall have been given prior to such date to the expiration date party which made such representation and warranty), (ii) all representations or warranties contained in Section 3.13 shall survive the Closing until three (3) years from the Closing Date and shall thereupon expire together with any right to indemnification (except to the extent a written notice asserting a claim for breach of the representations and warranties on which any such representation or warranty shall have been given prior to such date to the party which made such representation and warranty), (iii) all claims based upon an intentional fraudulent misrepresentations shall survive the Closing until four (4) years from the Closing Date and shall thereupon expire together with any right to indemnification (except to the extent a written notice asserting a claim for indemnification is based, the expiration of such representations and warranties shall not affect the right breach of any Indemnified Person such representation shall have been given prior to seek indemnification for Damages such date to the party which made such representation), and (iv) all representations or warranties contained in respect of such claim pursuant to Section 7 hereof3.9 shall survive the Closing indefinitely. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected precluded by any investigation conducted with respect to, or any Knowledge knowledge actually acquired (or capable of being acquired) at any time, whether by Buyer before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver in writing of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the shall preclude any right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties of Purchaser in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter in accordance with Section 6.5 and Seller Parties contained herein or in any other Closing Document or document, the certificate or other instrument required delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall Section 8.7(l) will survive the Closing and shall continue until *** after the Closing for a period of three (the “Survival Period”)3) years, provided except that (a) the representations and warranties set forth contained in *** (i) Section 4.19 (Environmental Matters) shall survive for a period of ten (10) years, and (ii) Section 4.1 (Organization and Good Standing), Section 4.2 (Authority; No Conflict), Section 4.3 (Capitalization), Section 4.9 (Taxes), Section 4.26 (Brokers or Finders) and Section 6.10 (Permitted Actions) shall survive until sixty the date which is thirty (6030) days after the expiration of the applicable statutes statute of limitations applicable to the subject matter of such representations. Notwithstanding the foregoing: (including 1) the expiration of any extensions representations, warranties, covenants and obligations in this Agreement shall not apply to claims based upon fraud or waivers thereofwillful misrepresentation; and (2) the representation, warranty, covenant or obligation that is the subject matter of a timely notice given pursuant to Section 11.6(a) shall not so expire with respect to such notice or any subsequent notice that is reasonably related to the subject matter of such notice, but rather shall remain in full force and effect until such time as each and every claim that is based upon, or that reasonably relates to the subject matter of such notice or any such subsequent notice has been fully and finally resolved. (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such the representations, warranties, covenants, and obligations in this Agreement will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. For purposes of determining whether any inaccuracy of a representation or warranty has occurred and whether any Indemnified Person has suffered, sustained or become subject to any Damages as a result thereof, the representations and warranties contained in this Agreement shall apply without giving effect to any “material,” “materially” or “Material Adverse Effect” or similar qualifications contained therein. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding All covenants, obligations and agreements to be performed after the Survival Period, Purchaser’s rights to indemnification under Closing Date shall survive for the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions period set forth herein or therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties of Purchaser contained in this Agreement shall terminate five (5) years after the Effective Time; provided that the representations and Seller Parties warranties contained herein or in any other Closing Document or documentSections 5.02, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby 5.05, 5.06, 5.07 and 5.10 and 5.11 shall survive the Closing and indefinitely. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.01(a) shall continue until *** limit any covenant, obligation or agreement of the Parties which by its terms contemplates performance after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and Effective Time. (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date The right of the representations Parent Indemnified Parties, on the one hand, and warranties MRG Indemnified Parties, on which any such claim for indemnification is basedthe other hand, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected by any investigation conducted with respect toconducted, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representationof the representations, warrantywarranties, covenantcovenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of Damages, indemnification or other remedy based on such representations, warranties, covenants, obligations and obligations. agreements. (c) Notwithstanding anything in this Agreement to the Survival Periodcontrary, Purchaser’s if the Merger occurs, (i) each of the MRG Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to indemnification under recovery that it might otherwise have against the Option Purchase Company or DE with respect to representations, warranties, covenants, obligations and agreements made by MRG or MGM MIRAGE contained in this Agreement, and (ii) the representations, warranties, covenants, obligations and agreements made by the Company contained in this Agreement shall not be affected in the event that a claim for indemnification has been made prior terminate solely with respect to the expiration Company (not as to MRG). For the avoidance of doubt, after the Effective Time, the MRG Indemnifying Parties will be responsible for any breaches of the Survival Period under representations, warranties, covenants, obligations and agreements made by the Option Purchase Agreement (in accordance with the terms and conditions set forth therein)Company.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the certificate delivered pursuant to Section 2.4(a)(v), and any other certificate or document delivered pursuant to this Agreement (with the exception of the Employment Agreements, which shall be contracts between the Company and the respective Sellers independent of this Agreement except as otherwise specifically provided therein or herein) shall survive the Closing for a period of * from the Closing Date, except to the extent that Damages relate to the fraud or any willful misconduct of any of the Sellers, or to the fact that prior to Closing all employees of the Company were deemed by the Company not to be subject to laws entitling certain employees to the receipt of payment for overtime, in which event such time limitation shall not apply. Notwithstanding the aforesaid, the representations and warranties of Purchaser the Sellers in Section 3.29 and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties Section 3.30 shall not affect the right of be qualified by or subject to any Indemnified Person limitation as to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereoftime. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding Purchaser shall inform the Survival PeriodSellers immediately upon becoming aware of any Breach by the Sellers under this Agreement, Purchaser’s rights provided however, that any failure by the Purchaser so to indemnification under notify the Option Purchase Agreement Sellers shall not be affected in relieve the event that Sellers of any liability under this Agreement nor constitute a claim for indemnification has been made prior to waiver by the expiration Purchaser of the Survival Period any of its rights under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein)this Agreement.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations representations, warranties, covenants and warranties of Purchaser obligations in this Agreement, the schedules and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required the certificates delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall this Agreement will survive the Closing and shall continue until *** after the Closing (the “Survival Period”), Closing; provided that (ai) the representations and warranties set forth in *** Article III (other than those representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall survive until sixty (60) days terminate twelve months after the expiration of Closing Date, (ii) the applicable statutes of limitations covenants and agreements set forth in this Agreement (including any extensions or waivers thereofother than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (biii) the representations and warranties set forth in *** Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, until the expiration of such representations and warranties shall not affect the right applicable statute of any Indemnified Person to seek indemnification for Damages in limitations with respect of such claim pursuant to Section 7 hereofthereto. The right to indemnification, payment of Damages damages or other remedy based on such representations, warranties, covenants, covenants and obligations will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of of, or compliance with, any such representation, warranty, covenant, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, damages or other remedy based on such representations, warranties, covenants, covenants and obligations. Notwithstanding In the Survival Periodevent that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, Purchaser’s rights to indemnification under the Option Purchase Agreement limitations on survival contained in this Section 8.1 shall not be affected in the event that deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein)any Retained Liability.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby this Purchase Agreement shall survive the Closing execution and shall continue until *** after delivery hereof and the Closing (the “Survival Period”)hereunder and continue in full force and effect until December 31, provided 2009; provided, however, that (ai) the representations and warranties set forth contained in *** Sections 2.11 (Taxes), 2.19. (Employees) and 2.20 (Labor Relations; Compliance) shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including giving effect to any extensions or waivers thereof) and extension), (bii) the representations and warranties set forth contained in *** 2.18 (Environmental Matters) shall survive indefinitely expire three years after the Closing Date; and (iii) the representations and warranties contained in Sections 2.3 (aCapitalization) and 2.6 (Title to Properties; Encumbrances) shall expire 10 years after the Closing Date. (b), together, the “Fundamental Representations”); provided, further, that to the extent any written ) Any claim for indemnification under this Section 6.1 arising out of the inaccuracy or breach of any representation and warranty must be asserted in writing prior to the termination of the relevant survival period. The covenants and agreements made by each party in this Purchase Agreement (including the indemnity obligations of Section 6.2(b) and for the failure to satisfy any of the Additional Closing Conditions), will survive the Closing without limitation (except pursuant to their terms) until the expiration of the relevant statute of limitations. Any representation, warranty, covenant or obligation that is made the subject of a claim or dispute asserted in writing prior to the expiration date of the representations and warranties on which any applicable of the above-stated periods will survive with respect to such claim for indemnification is based, or dispute until the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. final resolution thereof. (c) The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, covenants and obligations will not be affected by any investigation conducted with respect toconducted, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date), with respect to the accuracy or inaccuracy of of, or compliance with, or performance of, any such representation, warrantywarranty (as qualified by the respective Schedule), covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligationobligation (including, will but not affect limited to, any confirmatory due diligence review done by the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made Buyer prior to the expiration execution of this Purchase Agreement); provided, however, that the Seller will have no liability (for indemnification or otherwise) with respect to an indemnity claim (i) which is the direct result of a Breach of a representation or warranty made by the Seller, and (ii) of which Breach the Buyer became aware of (A) before the execution of this Purchase Agreement, (B) as a result of an independent investigation done by the Buyer (outside the information provided by Seller), and (C) which awareness of the Survival Period under Buyer has not communicated to the Option Purchase Agreement (in accordance with Seller. The Parties agree and, for the terms and conditions set forth therein)avoidance of doubt, expressly declare, that the Buyer has not assumed any duty or obligation to conduct any independent investigation on the Acquired Companies.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations Subject to Section 10.5 below, all representations, warranties, covenants, and warranties of Purchaser obligations in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the certificates delivered pursuant to Sections 2.4(a)(xiv) and Seller Parties contained herein or in 2.4(a)(xv), and any other Closing Document or document, certificate or other instrument required document delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall this Agreement will survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereofClosing. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding For purposes of determining any Breach hereunder, any qualification or limitation of a representation or warranty by reference to materiality or Material Adverse Effect shall be considered; provided that for purposes of determining Damages hereunder in the Survival Periodevent of any such Breach, Purchaser’s rights any qualification or limitation of such representation or warranty by reference to indemnification under materiality or a Material Adverse Effect shall be deemed to have been excluded from such representation or warranty. Any payment made by a Seller to Buyer pursuant to this Section 10 shall be deemed, to the Option extent permitted by applicable law, to be a reduction in the Purchase Agreement Price and shall not be affected deemed to be an item of income or expense, and all parties hereto agree to prepare their tax returns consistent therewith. Any payment made by Buyer to a Seller pursuant to this Section 10 shall be deemed, to the extent permitted by applicable law, to be an increase in the event that a claim for indemnification has been made prior Purchase Price and shall not be deemed to the expiration be an item of the Survival Period under the Option Purchase Agreement (in accordance with the terms income or expense, and conditions set forth therein)all parties hereto agree to prepare their tax returns consistent therewith.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby this Agreement shall survive the Closing and shall continue until *** terminate one year after the Closing (Date. Notwithstanding anything in this Agreement to the “Survival Period”)contrary, provided that (anothing in this Section 8.1(a) shall limit any covenant, obligation or agreement of the representations and warranties set forth in *** , shall survive until sixty (60) days Parties which by its terms contemplates performance after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and Closing. (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date The right of the representations Purchaser Indemnified Parties, on the one hand, and warranties the Seller Indemnified Parties, on which any such claim for indemnification is basedthe other hand, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected by any investigation conducted with respect toconducted, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representationof the representations, warrantywarranties, covenantcovenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of Damages, indemnification or other remedy based on such representations, warranties, covenants, obligations and obligations. agreements. (c) Notwithstanding anything in this Agreement to the Survival Periodcontrary, Purchaser’s if the Closing occurs (i) each of the Seller Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to indemnification under recovery that it might otherwise have against the Option Purchase Companies with respect to representations, warranties, covenants, obligations and agreements made by any of the MGM Entities contained in this Agreement and (ii) the representations, warranties, covenants, obligations and agreements made by the Companies contained in this Agreement shall not be affected in the event that a claim for indemnification has been made prior terminate solely with respect to the expiration of Companies (not as to the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth thereinother MGM Entities).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations (a) The representations, warranties and warranties covenants of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby parties shall survive the Closing and shall continue until *** after the fifteenth (15th) month anniversary of the Closing Date; except for (the “Survival Period”), provided that (ai) the representations and warranties set forth in *** Sections 3.1(a) (Organization and Good Standing), 3.2(a) (Authority and Enforceability), 3.3 (Capitalization; Title to Shares), which representations and warranties shall survive the Closing until sixty the expiration of the applicable statute of limitations, and (60ii) days the covenants set forth in Section 5.1 (Rights to Indemnification Under Historical Purchase Agreement), which covenants shall survive the Closing until the expiration of the applicable survival periods under the Historical Purchase Agreement (as applicable, the “Survival Period”). Nothing contained in the foregoing sentence shall prevent recovery under this Section 8 after the expiration of the applicable statutes Survival Period so long as the party making a claim or seeking recovery complies with the provisions of limitations clause (including any extensions or waivers thereofx) and (by) of the representations and warranties set following sentence. No party shall have any claim or right of recovery for any breach of a representation, warranty, covenant or agreement unless (x) written notice is given in good faith by that party to the other party of the representation, warranty, covenant or agreement pursuant to which the claim is made or right of recovery is sought setting forth in *** shall survive indefinitely ((a) reasonable detail the basis for the purported breach of the representation, warranty, covenant or agreement, the amount or nature of the claim being made, if then ascertainable, and the general basis therefor and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification y) such notice is made given prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the Survival Period. (b) The right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right indemnified party to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations of any indemnifying party will not be affected by any investigation conducted by such indemnified party with respect to, or any Knowledge acquired (or capable of being acquired) by such indemnified party at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligationobligation of such indemnifying party. The waiver by such indemnified party of any condition based on the accuracy of any representation or warrantywarranty of such indemnifying party, or on the performance of or compliance with any covenant or obligationobligation by such indemnifying party, will not affect the right of such indemnified party to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding . (c) From and after the Survival PeriodClosing, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration right of the Survival Period under parties hereto to demand and receive indemnification pursuant to this Section 8 shall be the Option Purchase sole and exclusive remedy exercisable by a party with respect to any claim arising out of or relating to this Agreement (in accordance with or the terms and conditions set forth therein)Contemplated Transactions, except for remedies based on fraud, willful misconduct or bad faith.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All (a) Subject to Section 9.10, all representations and warranties contained in this Agreement shall terminate one year after the Closing Date; provided that the representations and warranties contained in Section 4.1 (Organization Qualification), Section 4.2 (Ownership of Purchaser Equity Interests), Section 4.3(a) (Authority), Section 4.13 (Environmental Matters), 4.14 (Employee Benefit Plans), Section 4.21 (Brokers) and Seller Parties contained herein or in any other Closing Document or documentSection 4.28 (Nevada Takeover Statutes), certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby Section 5.1 (Organization of Purchaser), Section 5.2 (Ownership), Section 5.3(a) (Authority), and Section 5.4 (Brokers) shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after terminate only upon the expiration of the applicable statutes statute of limitations (including any extensions or waivers thereof) and (b) limitations, if any; provided further, that the representations and warranties set forth contained in *** Section 4.2 (Ownership of Equity Interests)shall survive the Closing indefinitely. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.1(a) shall survive indefinitely ((a) and limit any covenant, obligation or agreement of the Parties which by its terms contemplates performance after the Closing. (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date ) The right of the representations Purchaser Indemnified Parties, on the one hand, and warranties the Seller Indemnified Parties, on which any such claim for indemnification is basedthe other hand, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected by any investigation conducted with respect toconducted, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representationof the representations, warrantywarranties, covenantcovenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of Damages, indemnification or other remedy based on such representations, warranties, covenants, obligations and obligations. agreements. (c) Notwithstanding anything in this Agreement to the Survival Periodcontrary, Purchaser’s if the Closing occurs each of the Seller Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to indemnification under recovery that it might otherwise have against the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been Company with respect to representations, warranties, covenants, obligations and agreements made prior to the expiration by any of the Survival Period under the Option Purchase Agreement (MGM Entities contained in accordance with the terms and conditions set forth therein)this Agreement.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations All representations, warranties, covenants, and warranties set forth obligations in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), togetherthis Agreement, the “Fundamental Representations”); providedDisclosure Schedule, further, that to the extent and any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim other certificate or document delivered pursuant to Section 7 hereofthis Agreement will survive the Closing. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. . (b) Notwithstanding anything contained in this Agreement, the Survival Periodrights of Buyers, Purchaser’s rights Seller and/or their respective Affiliates to indemnification under indemnification, reimbursement or any other remedy based upon any representations, warranties, covenants and obligations set forth in the Option Purchase Agreement shall not be affected in by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the event that a claim for indemnification has been made prior execution and delivery of this Agreement or the Closing Date, with respect to the expiration accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition requiring the Survival Period under accuracy of any representation or warranty, or on the Option Purchase Agreement (in accordance performance of or compliance with any covenant or obligation, will not affect the terms right to indemnification, reimbursement or other remedy based upon such representations or warranties’ inaccuracy and/or covenants or obligations’ non-performance and/or non-compliance. Each of these representations, warranties, covenants and/or obligations are meant as contractual rights of Buyer and conditions set forth therein)Seller.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations representations, warranties, covenants, and warranties of Purchaser agreements contained in this Agreement, and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required schedule shall be deemed to be delivered hereunder or thereunder in connection with have been relied upon by the transactions contemplated hereby parties hereto, and shall survive the Closing Closing; provided that any such representations, warranties, covenants, and agreements shall continue until *** be fully effective and enforceable after the Closing for a period of twenty-one (21) months after the Effective Time for all matters, including claims relating to Environmental Liabilities, Taxes and all other matters (the “General Survival Period”) and for an additional period of twenty-one (21) months after the General Survival Period for Parent Claims relating to Taxes and German Environmental Issues (the “Tax and German Environmental Issue Survival Period”), and shall thereafter be of no further force or effect except as provided that (a) in this Agreement. Following the representations end of the General Survival Period and warranties of the Tax and German Environmental Issue Survival Period and notwithstanding anything in this Agreement to the contrary, the indemnification obligations set forth in *** this Article VII shall continue to survive with respect to (i) any Surviving Claim or Stockholder Claim which was not fully resolved at the end of the General Survival Period and (ii) any Continuing Surviving Claim which was not fully resolved at the end of the Tax and German Environmental Issue Survival Period, until finally resolved as provided in this Article VII and the Escrow Agreement. By way of example, if notice of a Parent Claim is sent within the applicable survival period, then subject to the terms of this Agreement and the Escrow Agreement the Parent Indemnified Party or Parent, as applicable, shall survive be entitled to be reimbursed from the Indemnity Escrow Amount until sixty all Adverse Consequences (60) days whether arising before or after the expiration end of the applicable statutes of limitations (including any extensions survival period) relating to such timely asserted Parent Claim have been fully resolved and Parent or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b)Parent Indemnified Party, togetheras applicable, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereofhas been indemnified therefor. The right to indemnification, payment of Damages Adverse Consequences or other remedy based on such the representations, warranties, covenants, and obligations of the parties hereto or in any schedule, certificate or other document delivered in connection herewith will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing DateEffective Time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of DamagesAdverse Consequences, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding Provided, however, the Survival Period, Purchaser’s rights limitations contained in this Section shall not limit (i) the ability of any party to indemnification under obtain specific performance with respect to any obligation of the Option Purchase other party or parties and each party to this Agreement shall not be affected entitled to specifically enforce the obligations of each other party in this Agreement to the maximum extent permitted by Law, (ii) any Parent Indemnified Party in being paid for indemnifiable Adverse Consequences for claims for which notice was sent in the event that a claim for indemnification has been made prior applicable time period or (iii) any party from enforcing its right to the expiration of the Survival Period under the Option Purchase Agreement (obtain or require distributions in accordance with the terms and conditions set forth therein)Section 1.8.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser in this Agreement and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required document delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall this Agreement will survive the Closing and shall continue until *** after the second anniversary of the Closing (the “Survival Period”)Date, except as otherwise provided that below: (a) The representations and warranties of Seller and Insignia contained in Sections 3.11 and 3.13 of this Agreement shall survive until the applicable statute of limitations. (b) The representations and warranties of Seller and Insignia contained in Sections 3.2(a) and 3.3 of this Agreement shall survive indefinitely, and the representations and warranties set forth of Seller and Insignia in *** Sections 3.17(a)(viii), and 3.17(b)(ii) of this Agreement shall survive until sixty the third anniversary of the Closing Date. (60c) days after The representations and warranties of Buyer contained in Section 4.2(a) of this Agreement shall survive indefinitely. Provided, further, that, if prior to the expiration of the applicable statutes of limitations (including survival period with respect to any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), togetherclaim for indemnity hereunder, the “Fundamental Representations”); providedindemnifying parties shall have been notified of such claim with reasonable specificity, furtherwith an estimate of the amount of the damages thereunder, that if practicable, the claim shall have been submitted to arbitration or filed as applicable within 90 days after the extent any written claim for indemnification is made prior to the otherwise applicable expiration date of the representations survival period, and warranties on which any such claim for indemnification is based, shall not have been finally resolved before the expiration of such representations and warranties shall not affect survival period, any representation, warranty, covenant or agreement that is the right of any Indemnified Person to seek indemnification basis for Damages in respect of such claim pursuant shall continue to Section 7 hereofsurvive as to such claim and shall remain a basis for indemnity as to such claim until such claim is finally resolved. The right to indemnification, payment of Damages damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damagesdamages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties of Purchaser contained in this Agreement shall terminate five (5) years after the Effective Time; provided that the representations and Seller Parties warranties contained herein or in any other Closing Document or documentSections 5.02, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby 5.05, 5.06, 5.07 and 5.10 and 5.11 shall survive the Closing and shall continue until *** after indefinitely. Notwithstanding anything in this Agreement to the Closing (the “Survival Period”)contrary, provided that nothing in this Section 8.01 (a) shall limit any covenant, obligation or agreement of the representations and warranties set forth in *** , shall survive until sixty (60) days Parties which by its terms contemplates performance after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and Effective Time. (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date The right of the representations Parent Indemnified Parties, on the one hand, and warranties MRG Indemnified Parties, on which any such claim for indemnification is basedthe other hand, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected by any investigation conducted with respect toconducted, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representationof the representations, warrantywarranties, covenantcovenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of Damages, indemnification or other remedy based on such representations, warranties, covenants, obligations and obligations. agreements. (c) Notwithstanding anything in this Agreement to the Survival Periodcontrary, Purchaser’s if the Merger occurs, (i) each of the MRG Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to indemnification under recovery that it might otherwise have against the Option Purchase Company or DE with respect to representations, warranties, covenants, obligations and agreements made by MRG or MGM MIRAGE contained in this Agreement, and (ii) the representations, warranties, covenants, obligations and agreements made by the Company contained in this Agreement shall not be affected in the event that a claim for indemnification has been made prior terminate solely with respect to the expiration Company (not as to MRG) For the avoidance of doubt, after the Effective Time, the MRG Indemnifying Parties will be responsible for any breaches of the Survival Period under representations, warranties, covenants, obligations and agreements made by the Option Purchase Agreement (in accordance with the terms and conditions set forth therein)Company.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations representations, warranties, covenants, and warranties of Purchaser obligations in this Agreement and Seller Parties contained herein or in the Additional Purchase Obligation Agreement, the schedules, the supplements to the schedules, the certificate delivered pursuant to Section 2.5.1.9, and any other Closing Document or document, certificate or other instrument required document delivered pursuant to be delivered hereunder this Agreement or thereunder in connection with the transactions contemplated hereby shall Additional Purchase Obligation Agreement will survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of six full months in which Fab 2 is fully operated at a capacity of at least 8,000 wafers per month in compliance with the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b)Foundry Agreement, together, the “Fundamental Representations”); provided, further, that to in the extent event that any written claim for indemnification is made prior to the expiration date of the representations and warranties Additional Purchase Obligations is not exercised, such survival shall only be until the date that is nine months from the last date on which any such claim for indemnification is based, Buyer could have been required to mandatorily exercise the expiration Additional Purchase Obligation under the terms and conditions of such representations the Additional Purchase Obligation Agreement (after giving effect to all applicable grace periods and warranties shall not affect extensions under the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereofAdditional Purchase Obligation Agreement). The right to indemnification, payment of Damages or other remedy remedies based on such representations, warranties, covenants, and obligations will not be ________________________________________________________________________________ * An asterisk indicates confidential material has been omitted from this document filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All If the Merger is consummated, the representations and warranties of Purchaser the parties contained in this Agreement, the Company Disclosure Schedule and Seller Parties contained herein or in any other Closing Document or documentthe certificates of Parent and the Company delivered pursuant to Sections 8.2 and 8.3, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby respectively, shall survive the Closing Effective Time and shall continue remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until *** after the Closing (the “Survival Period”)Expiration Date; provided, provided however, that (a) the representations and warranties of the Company contained in Section 3.3(a) (Power, Authorization and Validity), Section 3.4 (Capitalization) and Section 3.7 (Taxes) shall remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the seventh anniversary of the Closing Date; provided further, however, that no right to indemnification pursuant to Article X in respect of any claim based upon any failure of a representation or warranty that is set forth in *** a Notice of Claim delivered prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall survive not affect the rights of any Parent Indemnified Person under this Article X or otherwise to seek recovery of Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company until sixty (60) days after the expiration of the applicable statutes statute of limitations with respect thereto. If the Merger is consummated, all covenants of the parties (including any extensions or waivers thereof) and (b) the representations and warranties covenants set forth in *** Article V and Article VI) shall survive indefinitely ((a) expire and (b)be of no further force or effect as of the Effective Time, together, except to the “Fundamental Representations”)extent such covenants provide that they are to be performed after the Effective Time; provided, furtherhowever, that no right to the extent indemnification pursuant to Article X in respect of any written claim for indemnification is made prior to the expiration date based upon any breach of the representations and warranties on which any such claim for indemnification is based, a covenant shall be affected by the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereofcovenant. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, warranties and obligations covenants will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, warranty or covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligationcovenant, will not affect the right to indemnification, payment of Damages, Damages or other remedy based on the failure of such representations, warranties, warranties and covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations representations, warranties, covenants, and warranties of Purchaser obligations except those relating to Taxes in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the certificate delivered pursuant to Section 2.4(a)(v), and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required document delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall this Agreement will survive the Closing for a period of two (2) years from the Closing Date; those relating to Taxes will survive the Closing for a period of three (3) years. If Notice of any claim to a right of indemnification relating to the breach of such representations, warranties, covenants and obligations, is not sent to the Sellers within the prescribed two (2) year period (three (3) years if a Tax claim is involved), the right of the Purchaser to bring suit to recover damages for any such claims for indemnification shall continue until *** be lost. Notwithstanding the immediately preceding sentence, if the Purchaser's claim to a right of indemnification relates to a claim or demand made by a third-party, or of which the Purchaser becomes aware, within the last ten (10) days of the prescribed two (2) year period (three (3) years if a Tax claim is involved), then the Purchaser shall have ten (10) days from its receipt of notice of such claim or demand or from the time it became aware of such claim or demand to send a Notice to the Sellers of the Purchaser's claim to a right of indemnification relating to the third-party's claim or demand, even if such ten (10) day period expires after the Closing close of the prescribed two (2) year period (three (3) years if a Tax claim is involved). In no event may the “Survival Period”), provided that Notice to the Sellers be sent by the Purchaser more than ten (a) the representations and warranties set forth in *** , shall survive until sixty (6010) days after the expiration of the applicable statutes of limitations prescribed two (including any extensions or waivers thereof2) and year period (bthree (3) years if a Tax claim is involved). If the representations and warranties set forth in *** shall survive indefinitely Purchaser fails so to notify the Sellers within the said ten ((a10) and (b), together, the “Fundamental Representations”); provided, further, that days as to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is basedor demand, the expiration of such representations and warranties shall not affect then the right of the Purchaser to bring suit to recover damages for any Indemnified Person to seek such claims for indemnification for Damages in respect of such claim pursuant to Section 7 hereofshall be lost. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligationobligation provided, however, that such indemnification, payment of Damages or other remedy shall not be applicable as to any Breach by the Sellers of which Purchaser has actual knowledge prior to Closing and so fails to inform the Sellers prior to Closing. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding Any Notice by the Survival PeriodPurchaser to the Sellers of any claim to a right of indemnification relating to the breach of any representations, Purchaser’s rights warranties, covenants and obligations under this Agreement must describe the claim with reasonable specificity and clarity. If any such Notice is deemed by the Sellers not to indemnification under be reasonably specific and clear, then Sellers shall so notify the Option Purchase Agreement Purchaser within ten (10) days of the Sellers' receipt of such Notice, and shall identify to the Purchaser the additional information which the Sellers believe to be necessary to respond to the claim. The Purchaser shall respond to the Sellers' request for additional information within ten (10) days. Any failure by the Purchaser so to notify the Sellers with reasonable specificity and clarity or to respond to the Sellers' request for additional information which the Sellers deem to be specific and clear shall not be affected relieve the Sellers of any liability under this Agreement nor constitute a waiver by the Purchaser of any of its rights under this Agreement, except as specifically provided to the contrary in Section 10.5 below, except in no event may the event that Purchaser bring an action against the Sellers for indemnification if the Purchaser has failed to notify the Sellers of a claim or demand for indemnification has been made prior to within the expiration of the Survival Period under the Option Purchase Agreement prescribed two (2) year period (plus ten (10) days) (three (3) years (plus ten (10) days)) if a Tax claim is involved) specified hereinbefore in accordance with the terms and conditions set forth therein)this Section 10.1.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations ------------------------------------------------------------ representations, warranties, covenants, and warranties of Purchaser and Seller Parties contained herein or obligations in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), togetherthis Agreement, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is basedschedules hereto, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim certificate delivered pursuant to Section 7 hereof1.03(b)(1)(B), and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, indemnification and payment of Damages or other remedy (as defined below) based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation; provided, however, that no breach by Seller of any representation or warranty in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder if any officer of Buyer had actual knowledge of such breach at the time of the execution of this Agreement provided, however, Buyer and Seller acknowledge that the items set forth on Exhibit 6.01 have not been delivered at the time of execution of this Agreement and Seller agrees (i) to deliver such items on or before the Closing Date, and (ii) that Buyer shall not have waived any right to claim a breach of any representation or warranty in this Agreement with respect to such items. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All (a) Subject to Section 9.10, all representations and warranties contained in this Agreement shall terminate one year after the Closing Date; provided that the representations and warranties contained in Section 4.1 (Organization Qualification), Section 4.3(a) (Authority), Section 4.13 (Environmental Matters), Section 4.14 (Employee Benefit Plans), Section 4.21 (Brokers) and Section 4.28 (Nevada Takeover Statutes), Section 5.1 (Organization of Purchaser Purchaser), Section 5.2 (Ownership), Section 5.3(a) (Authority), and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby Section 5.4 (Brokers) shall survive the Closing and shall continue until *** after the Closing (the “Survival Period”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after terminate only upon the expiration of the applicable statutes statute of limitations (including any extensions or waivers thereof) and (b) limitations, if any; provided further, that the representations and warranties set forth contained in *** Section 4.2 (Ownership of Equity Interests) shall survive indefinitely ((athe Closing indefinitely. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.1(a) and shall limit any covenant, obligation or agreement of the Parties that by its terms contemplates performance after the Closing. (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date ) The right of the representations Purchaser Indemnified Parties, on the one hand, and warranties the Seller Indemnified Parties, on which any such claim for indemnification is basedthe other hand, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected by any investigation conducted with respect toconducted, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representationof the representations, warrantywarranties, covenantcovenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of Damages, indemnification or other remedy based on such representations, warranties, covenants, obligations and obligations. agreements. (c) Notwithstanding anything in this Agreement to the Survival Periodcontrary, Purchaser’s if the Closing occurs each of the Seller Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to indemnification under recovery that it might otherwise have against the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been Company with respect to representations, warranties, covenants, obligations and agreements made prior to the expiration by any of the Survival Period under the Option Purchase Agreement (MGM Entities contained in accordance with the terms and conditions set forth therein)this Agreement.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All (a) Except as set forth in the next sentence, all representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby each party shall survive the Closing and shall continue until *** after any investigation at any time made by or on behalf of the Closing other party for a period ending on the 30-month anniversary of the Effective Time (the “Survival PeriodCutoff Date”), provided that (a) the representations and warranties set forth in *** , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of . All such representations and warranties shall not affect expire on the right Cutoff Date, except that (a) claims, if any, asserted in writing prior to such Cutoff Date, identified in the case of a claim by SurModics as a claim for indemnification pursuant to this Article VI shall survive until finally resolved and satisfied in full, and (b) claims, if any, which are based upon fraud shall survive for the full period of the applicable statute of limitations and, if timely asserted during such limitations period, until finally resolved and satisfied in full. No claim, lawsuit or other proceeding arising out of or related to the breach of any Indemnified Person to seek indemnification for Damages representation or warranty contained in respect this Agreement may be made by any party unless notice of such claim pursuant claim, lawsuit or other proceeding is given to the other parties prior to the Cutoff Date. Notwithstanding anything to the contrary, each of the party’s ability to assert fraud claims against the other or to assert claims to reduce or recover any Merger Consideration based upon fraud as determined by a court or other tribunal in accordance with Section 7 hereof7.17 of this Agreement is hereby authorized and agreed to and such right shall not in any way be limited by any of the limitations, restrictions or terms of this Agreement. All other covenants and agreements contained herein shall survive until fully performed in accordance with their terms. (b) The right to indemnification, indemnification or payment of for Damages (as defined in Section 6.2) or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver For purposes of this Article VI, any condition limitation based on materiality or the accuracy realization of an InnoRx Material Adverse Effect contained in any representation or representation, warranty, or on the performance of or compliance with any covenant or obligationobligation shall be ignored as if such limitation were not included therein, will not affect it being the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration intent of the Survival Period under parties that contingencies, liabilities, conditions, events or circumstances that would be considered immaterial or without an InnoRx Material Adverse Effect for purposes of the Option Purchase Agreement representation, warranty, covenant or obligation in question shall nevertheless be taken into account for purposes of the calculation of the Threshold Amount and Deductible Amount (each as defined in accordance with the terms and conditions set forth thereinSection 6.4).