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

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties in this Agreement, the Disclosures Schedules or any other document, certificate, schedule or instrument delivered or executed pursuant hereto shall survive for two years after the Closing Date, other than the representations and warranties contained in (i) Sections 5.1(a) (Organization, Good Standing and Qualification), 5.1(b) (Capital Structure), 5.1(c) (Authority and Approval), 5.1(v) (Brokers and Finders), 5.2(a) (Organization and Qualification), 5.2(b) (Capitalization of Merger Sub), 5.2(c) (Capital Structure of Parent), 5.2(d) (Corporate Authority) and 5.2(g) (Brokers and Finders) which shall survive the Closing Date indefinitely and (ii) Section 5.1(l) (Taxes) and 5.1(h) (Employee Benefits) which shall survive the Closing Date until the expiration of the relevant statute of limitations, and (iii) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after the Closing Date. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance. (b) Each party's indemnification obligations pursuant to this Article concerning any representation, warranty, covenant, agreement or obligation shall terminate when the applicable representation, warranty, covenant, agreement or obligation terminates pursuant to this Article; provided, however, that such obligations to indemnify shall not terminate with respect to a particular item as to which, before the expiration of the applicable survival period, the party seeking indemnification has made a claim by delivering a notice of such claim (in accordance with the terms of this Article IX) to the party from which indemnification is sought. (c) The right to indemnification and payment of Losses pursuant to this Article shall 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 representation, warranty, covenant, agreement 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, agreement or obligation, shall not affect the right to indemnification and payment of Losses.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All The representations, warranties and covenants of the Parties shall survive the Closing until the first anniversary of the Closing Date, except for (i) the Company's representations and warranties set forth in SECTIONS 3.1(a), (c) and (d) (Organization and Good Standing), 3.2(b) (Authority; No Conflict; No Consent), 3.3 (Capitalization), and the Sellers' representations and warranties set forth in SECTIONS 4.1 (Organization and Good Standing), 4.2(b) and (c) (Authority; No Conflict; No Consent), and 4.3 (Title to Interests), which shall survive indefinitely, (ii) the Parent's, Buyer Parent's and the Buyer's representations and warranties set forth in SECTIONS 5.1 (Organization and Good Standing) and 5.2(b) and (c) (Authority; No Conflict; No Consent), which shall survive indefinitely, (iii) the Company's representations and warranties set forth in SECTION 3.27 (Environmental Matters) shall survive the Closing until the fifth anniversary of the Closing Date, and (iv) the Company's representations and warranties set forth in SECTIONS 3.21 (Labour Matters), 3.22 (Taxes), 3.23 (Employee Benefits), Kitchener's representations and warranties in this AgreementSections 4.5, 4.6, 4.7 and the Disclosures Schedules or any other document, certificate, schedule or instrument delivered or executed pursuant hereto shall survive for two years after the Closing Date, other than the representations and warranties mutual tax covenants contained in (i) Sections 5.1(a) (OrganizationSECTION 7, Good Standing which representations, warranties and Qualification), 5.1(b) (Capital Structure), 5.1(c) (Authority and Approval), 5.1(v) (Brokers and Finders), 5.2(a) (Organization and Qualification), 5.2(b) (Capitalization of Merger Sub), 5.2(c) (Capital Structure of Parent), 5.2(d) (Corporate Authority) and 5.2(g) (Brokers and Finders) which covenants shall survive the Closing Date indefinitely and (ii) Section 5.1(l) (Taxes) and 5.1(h) (Employee Benefits) which shall survive the Closing Date until the expiration of the relevant applicable statute of limitationslimitations (as applicable, the "Survival Period"). Nothing contained in the foregoing sentence shall prevent recovery under this SECTION 11 after the expiration of the Survival Period so long as the party making a claim or seeking recovery complies with the provisions of clause (x) and (y) of the 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 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 (iiiy) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after such notice is given prior to the Closing Date. All expiration of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performanceSurvival Period. (b) Each party's indemnification obligations pursuant to this Article concerning any representation, warranty, covenant, agreement or obligation shall terminate when the applicable representation, warranty, covenant, agreement or obligation terminates pursuant to this Article; provided, however, that such obligations to indemnify shall not terminate with respect to a particular item as to which, before the expiration of the applicable survival period, the party seeking indemnification has made a claim by delivering a notice of such claim (in accordance with the terms of this Article IX) to the party from which indemnification is sought. (c) The right of any indemnified party to indemnification and indemnification, payment of Losses pursuant to this Article shall Damages or other remedy based on representations, warranties, covenants and obligations of any indemnifying party will not be affected by any investigation conducted with respect toby such indemnified party, or any knowledge Knowledge acquired (or capable of being acquired) at any timeby such indemnified Party (except for, whether in the case of a Buyer's Indemnified Person, the actual knowledge of Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxx) before or after the execution and delivery of this Agreement or the Closing Date, in each case, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenantcovenant or obligation of such indemnifying party whether before or after the Closing Date; provided, agreement that the indemnifying Persons shall have the burden of proving actual knowledge in the case of Xxxxxx X. Xxxxxx 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, agreement or obligation, shall not affect the right to indemnification and payment of Losses.Xxxxxxx X.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations ------------------------------------------------------------ representations, warranties, covenants and warranties obligations in this Agreement, the Disclosures Schedules schedules and the certificates delivered pursuant to this Agreement will survive the Closing; provided that (i) 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 other document, certificate, schedule instrument or instrument other document delivered or executed pursuant hereto hereunder shall survive for two years terminate twelve months after the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the representations and warranties contained set forth in (i) Sections 5.1(a) (Organization3.1, Good Standing 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and Qualification), 5.1(b) (Capital Structure), 5.1(c) (Authority and Approval), 5.1(v) (Brokers and Finders), 5.2(a) (Organization and Qualification), 5.2(b) (Capitalization of Merger Sub), 5.2(c) (Capital Structure of Parent), 5.2(d) (Corporate Authority) and 5.2(g) (Brokers and Finders) which 4.3 shall survive the Closing Date indefinitely and (ii) Section 5.1(l) (Taxes) and 5.1(h) (Employee Benefits) which shall survive the Closing Date until the expiration of the relevant applicable statute of limitations, and (iii) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after the Closing Date. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance. (b) Each party's indemnification obligations pursuant to this Article concerning any representation, warranty, covenant, agreement or obligation shall terminate when the applicable representation, warranty, covenant, agreement or obligation terminates pursuant to this Article; provided, however, that such obligations to indemnify shall not terminate limitations with respect to a particular item as to which, before the expiration of the applicable survival period, the party seeking indemnification has made a claim by delivering a notice of such claim (in accordance with the terms of this Article IX) to the party from which indemnification is sought. (c) thereto. The right to indemnification and indemnification, payment of Losses pursuant to this Article shall 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 of, or compliance with, any such representation, warranty, covenant, agreement 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, agreement covenant or obligation, shall will not affect the right to indemnification and indemnification, payment of Lossesdamages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations representations, warranties, covenants and warranties obligations in this Agreement, the Disclosures Schedules or Disclosure Schedule and any other documentcertificate or document delivered pursuant to this Agreement will survive the Closing and the Effective Time and continue in full force and effect: (a) in the case of the representations and warranties of Seller in Sections 3.10, certificate3.12 and 3.18, schedule or instrument delivered or executed pursuant hereto shall survive for two years until the expiration of the statute of limitations with respect to the matter to which the claim relates, (b) in the case of the representations and warranties of Seller in Sections 3.4, 3.8, 3.9 and 3.29, until 15 business days after the Closing Daterelease of the audited consolidated financial statements of TKOG for the year ending December 31, 1998, and (c) in the case of all other representations and warranties of Seller (other than the representations and warranties in Sections 3.2(a), 3.3, 3.21(g), 3.23, 3.24 and 3.36), and all of the representations and warranties of TKOG and Buyer (other than the representations and warranties in Sections 4.2(a), 4.3, 4.5 and 4.6), until the first anniversary of the Closing Date; unless in any such case notice of a claim for indemnity with respect to any representation or warranty pursuant to Section 11.4 shall have been given in writing on or before any such relevant date, in which case the representation or warranty to which such notice applies (and the indemnification obligations under Section 11.2 or 11.3, as the case may be, arising therefrom) shall survive in respect of such claim until the final determination or settlement of such claim, it being understood and agreed that if a notice of a claim pursuant to such 11.4 shall not have been given on or before any such relevant date, no claim for indemnification hereunder may be made pursuant to Section 11.4. The representations and warranties of Seller in Sections 3.2(a), 3.3, 3.21(g), 3.23, 3.24 and 3.36, the representations and warranties of TKOG and Buyer in Sections 4.2(a), 4.3, 4.5 and 4.6 and all of the covenants of Seller and TKOG and Buyer contained in (i) Sections 5.1(a) (Organization, Good Standing and Qualification), 5.1(b) (Capital Structure), 5.1(c) (Authority and Approval), 5.1(v) (Brokers and Finders), 5.2(a) (Organization and Qualification), 5.2(b) (Capitalization of Merger Sub), 5.2(c) (Capital Structure of Parent), 5.2(d) (Corporate Authority) and 5.2(g) (Brokers and Finders) which this Agreement shall survive the Closing Date indefinitely and (ii) Section 5.1(l) (Taxes) the Effective Time and 5.1(h) (Employee Benefits) which shall survive the Closing Date until the expiration of the relevant statute of limitations, continue in full force and (iii) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after the Closing Date. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performanceeffect forever thereafter. (b) Each party's indemnification obligations pursuant Neither party will have the right to this Article concerning indemnification, payment of Damages (as defined below) or other remedy based on any matter which was disclosed in the Disclosure Schedule or any representation, warranty, covenant, agreement covenant or obligation shall terminate when from the applicable other party to the extent that the party seeking indemnification, Damages or any other remedy had actual knowledge prior to the Closing Date of the breach of any such representation, warranty, covenant, agreement or obligation terminates pursuant to this Article; provided, however, that such obligations to indemnify shall not terminate with respect to a particular item as to which, before the expiration of the applicable survival period, the party seeking indemnification has made a claim by delivering a notice of such claim (in accordance with the terms of this Article IX) to the party from which indemnification is sought. (c) The right to indemnification and payment of Losses pursuant to this Article shall 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 representation, warranty, covenant, agreement covenant or obligation. The waiver of ; provided that if any condition based on such breach was disclosed in the accuracy of any representation or warrantyDisclosure Schedule, or on the performance of or compliance with any covenant, agreement or obligation, shall not affect the right to indemnification and payment of Lossessuch disclosure is complete in all material respects.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations The representations, warranties and warranties in this Agreement, covenants of the Disclosures Schedules or any other document, certificate, schedule or instrument delivered or executed pursuant hereto Parties shall survive for two years after the Closing until the twelfth (12th) month anniversary of the Closing Date, other than except for (i) the Company's representations and warranties contained set forth in (i) Sections 5.1(a) (Organization, Good Standing and Qualification3.1(a), 5.1(b(c) and (Capital Structure), 5.1(c) (Authority and Approval), 5.1(v) (Brokers and Finders), 5.2(ad) (Organization and QualificationGood Standing), 3.2(b) (Authority; No Conflict; No Consent), 3.3 (Capitalization; Title to Interests), the Sellers' representations and warranties set forth in Sections 4.1 (Organization and Good Standing), 4.2(b) and (c) (Authority; No Conflict; No Consent), 4.3 (Title to Interests), which shall survive indefinitely, (ii) the Buyer's and Parent's representations and warranties set forth in Sections 5.1 (Organization and Good Standing), and 5.2(b) and (Capitalization of Merger Subc) (Authority; No Conflict; No Consent), 5.2(cwhich shall survive indefinitely, and (iii) the Company's representations and warranties set forth in Sections 3.19 (Capital Structure of ParentLabor Matters), 5.2(d) Section 3.20 (Corporate AuthorityTaxes), 3.21 (Employee Benefits; ERISA), and 3.22 (Environmental Matters) and 5.2(g) (Brokers the mutual Tax covenants contained in Section 7, which representations, warranties and Finders) which covenants shall survive the Closing Date indefinitely and (ii) Section 5.1(l) (Taxes) and 5.1(h) (Employee Benefits) which shall survive the Closing Date until the expiration of the relevant applicable statute of limitations, and limitations (iii) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after the Closing Date. All of the covenants, agreements and obligations of the parties contained in this Agreementas applicable, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance. (b) Each party's indemnification obligations pursuant to this Article concerning any representation, warranty, covenant, agreement or obligation shall terminate when the applicable representation, warranty, covenant, agreement or obligation terminates pursuant to this Article"Survival Period"); provided, however, that such obligations the Survival Period for the Company's representations and warranties set forth in Section 3.22 relating to indemnify environmental matters solely in Canada shall not terminate with respect to a particular item as to which, before be the fifth (5th) anniversary of the Closing Date. Nothing contained in the foregoing sentence shall prevent recovery under this Section 11 after the expiration of the applicable survival periodSurvival Period so long as the Party making a claim or seeking recovery complies with the provisions of clause (x) and (y) of the 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 reasonable detail the basis for the purported breach of the representation, warranty, covenant or agreement, the party seeking indemnification has made a amount or nature of the claim by delivering a being made, if then ascertainable, and the general basis therefor and (y) such notice of such claim (in accordance with the terms of this Article IX) is given prior to the party from which indemnification is soughtexpiration of the Survival Period. (cb) The right of any indemnified party to indemnification and indemnification, payment of Losses pursuant to this Article shall Damages or other remedy based on representations, warranties, covenants and obligations of any indemnifying party will not be affected by any investigation conducted with respect toby such indemnified party, or any knowledge Knowledge acquired (or capable of being acquired) at any timeby such indemnified party (except for, whether in the case of a Buyer's Indemnified Person, the actual knowledge of Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxx) before or after the execution and delivery of this Agreement or the Closing Date, in each case, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenantcovenant or obligation of such indemnifying party whether before or after the Closing Date; provided, agreement that the indemnifying Persons shall have the burden of proving actual knowledge in the case of Xxxxxx X. Xxxxxx 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, agreement or obligation, shall not affect the right to indemnification and payment of Losses.Xxxxxxx X.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations The representations, warranties and warranties in this Agreement, covenants of the Disclosures Schedules or any other document, certificate, schedule or instrument delivered or executed pursuant hereto parties shall survive for two years after the Closing until the twelfth (12th) month anniversary of the Closing Date, other than except for (i) the Company's representations and warranties contained set forth in (i) Sections 5.1(a) (Organization, Good Standing and Qualification), 5.1(b) (Capital Structure), 5.1(c) (Authority and Approval), 5.1(v) (Brokers and Finders), 5.2(a) 3.1 (Organization and QualificationGood Standing), 5.2(b) 3.2 (Capitalization of Merger SubAuthority; No Conflict; No Consent), 5.2(c) 3.3 (Capital Structure of ParentCapitalization; Title to Interests), 5.2(d3.6 (Title to Properties; Encumbrances), 3.16 (Finders; Brokers), the Sellers' representations and warranties set forth in Sections 4.1 (Organization and Good Standing), 4.2 (Authority; No Conflict; No Consent), 4.3 (Title to Interests), and the Buyer's representations and warranties set forth in Sections 5.1 (Organization and Good Standing), and 5.2 (Authority; No Conflict; No Consent), which shall survive indefinitely, and (ii) the Company's representations and warranties set forth in Sections 3.19 (Corporate Authority) Labor Matters), 3.20 (Taxes), 3.21 (Employee Benefits; ERISA), and 5.2(g) 3.22 (Brokers Environmental Matters), the mutual tax covenants contained in Section 7, and Finders) the covenant relating to historical indemnification claims contained in Section 12, which representations, warranties and covenants shall survive the Closing Date indefinitely and (ii) Section 5.1(l) (Taxes) and 5.1(h) (Employee Benefits) which shall survive the Closing Date until the expiration of the relevant applicable statute of limitationslimitations (as applicable, the "Survival Period"). Nothing contained in the foregoing sentence shall prevent recovery under this Section 11 after the expiration of the Survival Period so long as the party making a claim or seeking recovery complies with the provisions of clause (x) and (y) of the 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 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 (iiiy) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after such notice is given prior to the Closing Date. All expiration of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performanceSurvival Period. (b) Each party's indemnification obligations pursuant to this Article concerning any representation, warranty, covenant, agreement or obligation shall terminate when the applicable representation, warranty, covenant, agreement or obligation terminates pursuant to this Article; provided, however, that such obligations to indemnify shall not terminate with respect to a particular item as to which, before the expiration of the applicable survival period, the party seeking indemnification has made a claim by delivering a notice of such claim (in accordance with the terms of this Article IX) to the party from which indemnification is sought. (c) The right of any indemnified party to indemnification and indemnification, payment of Losses pursuant to this Article shall Damages or other remedy based on representations, warranties, covenants and obligations of any indemnifying party will not be affected by any investigation conducted with respect toby such indemnified party, or any knowledge Knowledge acquired (or capable of being acquired) at any timeby such indemnified party (except for, whether in the case of a Buyer's Indemnified Person, the actual knowledge of Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxx) before or after the execution and delivery of this Agreement or the Closing Date, in each case, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant, agreement 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, agreement or obligation, shall not affect the right to indemnification and payment of Losses.compliance

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All representations and warranties warranties, covenants and obligations of the Parties in this Agreement, the Disclosures Schedules or any other document, certificate, schedule or instrument delivered or executed pursuant hereto shall survive for two years after Contribution Agreement and the Closing Date, other than the representations and warranties contained in (i) Sections 5.1(a) (Organization, Good Standing and Qualification), 5.1(b) (Capital Structure), 5.1(c) (Authority and Approval), 5.1(v) (Brokers and Finders), 5.2(a) (Organization and Qualification), 5.2(b) (Capitalization of Merger Sub), 5.2(c) (Capital Structure of Parent), 5.2(d) (Corporate Authority) and 5.2(g) (Brokers and Finders) which shall Agreement will survive the Closing Date indefinitely and for a period of twelve (ii12) Section 5.1(l) (Taxes) and 5.1(h) (Employee Benefits) which shall survive months following the Closing Date until (the expiration of the relevant statute of limitations, and (iii) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after the Closing Date. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non“12-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance. (b) Each party's indemnification obligations pursuant to this Article concerning any representation, warranty, covenant, agreement or obligation shall terminate when the applicable representation, warranty, covenant, agreement or obligation terminates pursuant to this ArticleMonth Survival Period”); provided, however, that such obligations to indemnify the representations and warranties set forth in Sections 3.2(c) and (d) shall not terminate with respect survive closing; provided, further, that (i) the covenants and obligations in this Agreement that, by their terms, are to be performed prior to the Closing shall expire as of the Closing, and upon the occurrence of the Closing, shall thereafter be of no further force or effect and the covenants and obligations set forth in Articles 2, 9, 11 and 12 of this Agreement and the covenants and obligations in the Merger Agreement and the Contribution Agreement that contemplate actions after the Closing will survive indefinitely; (ii) other than as to Tax and ERISA Representations (as defined below), the provisions set forth in Section 11.2(a)(i) and Section 11.2(a)(ii) will survive the Closing for a period of twenty-four (24) months following the Closing Date (the “24-Month Survival Period” to the extent that the breach of the representation and warranty giving rise to a particular item Covered Claim results from claims actually made by Persons (including Governmental Entities) other than the Company, its Subsidiaries, and the Acquiring Parties and their Affiliates during the 24-Month Survival Period (the “Third Party Claims”) and notice thereof is given to the Shareholder Representatives as provided herein within the 24-Month Survival Period; (iii) as to which, before the expiration breaches of the applicable survival periodrepresentations and warranties set forth in Sections 4.3 and 4.4 (the “Tax and ERISA Representations”) the provisions set forth in Section 11.2(a)(i), will survive the Closing for a period of thirty six (36) months following the Closing Date (the “36-Month Survival Period,” and each of the 12-Month Survival Period, the party seeking indemnification has made a claim by delivering a notice of such claim (in accordance with 24-Month Survival Period and the terms of this Article IX36-Month Survival Period, as to the representations and warranties to which they apply, the “Survival Period”) to the party extent that notice thereof is given to the Shareholder Representatives as provided herein (“Tax Claims”) and provided the breach of representations and warranties giving rise to a Covered Claim results in written notice of a claim or potential claim (including a request for an extension or waiver of the statute of limitations) received by the Company during the 36-Month Survival Period (except in the case of a breach of the representations in Section 4.3(a)(ii), (iii), (x), (xi), (xiv), (xv), (xvi) or (xviii), as to which a Tax Claim may arise where Damages are recoverable that do not result from which indemnification is soughta Tax Audit in the circumstances described in Section 11.2(e)(i) and the Schedule referenced therein). (cb) The Except as otherwise provided in Section 11.2 below, the right to indemnification and indemnification, payment of Losses pursuant to this Article shall Damages or any 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, agreement 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, agreement or obligation, shall not affect the right to indemnification and payment of Losses.