Common use of Survival of Representations and Covenants Clause in Contracts

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b5.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b5.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Seller Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Companythe Seller. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.42.3, 2.7 2.6 and 6.5 2.26 and Sections 3.1, 3.1 and 3.6 and 3.13 and the related sections of the Target Seller Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the a party required to provide indemnification pursuant to this Section 7 5 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b5.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

Survival of Representations and Covenants. (a) Subject to The representations and warranties of the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to parties hereto contained in this Agreement shall survive: (i) the Closing and (ii) or in any sale certificate or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party writing delivered pursuant hereto shall survive the Closing and shall expire on the last day of the Indemnity Period; provided however, that (a) the representations and warranties in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.05 (Capitalization), 3.06 (Ownership of Shares), 3.19 (Finders’ Fees) and 3.24 (Tax Matters) shall survive until thirty (30) calendar days after the expiration of all applicable statutes of limitations or, to the extent provided in this Section 7.1(b). The Specified Representations there is no applicable statute of limitations, indefinitely and covenants or obligations to be performed after (b) the Closing shall survive and continue indefinitely. All other representations and warranties and related sections in Section 3.22(l) (Employee Benefit Plans) shall survive until the third anniversary of the Target Disclosure Schedule Closing Date. The covenants and agreements of the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing for a the period of twelve explicitly specified therein (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 if no such period is specified shall survive the Closing until the expiration of all applicable statutes of limitations or, to the extent there is no applicable statute of limitations applicable to claims against any Target Company. For purposes of this Agreementlimitations, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicableindefinitely). Notwithstanding anything the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the contrary hereinpreceding sentences, if a Claim Notice (as defined below) relating Certificate with respect to any representation such representation, warranty or warranty set forth covenant has been delivered in any of said Sections is given to the party required to provide indemnification pursuant to accordance with this Section 7 on or Article 6 prior to the first anniversary time of the Closing Datesuch termination, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of set forth in such representation or warranty Claim Certificate has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionresolved pursuant to this Article 6.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the All representations, warranties, covenants and obligations agreements of each party to the Sunbelt Shareholders contained in this Agreement shall survive: (i) survive the Closing and (ii) any sale investigation at any time made by or other disposition on behalf of any or all NSI until the end of the Target Shares by Escrow Period; provided, however, that the Purchaser. representations and warranties contained in Section 3.6 and 3.16 shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) The of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and obligations agreements of each party NSI contained in this Agreement shall survive the Closing to and any investigation at any time made by or on behalf of the extent provided Sunbelt Shareholders until the end of the Escrow Period. Notwithstanding the foregoing, all covenants and agreements set forth in this Section 7.1(b). The Specified Representations and covenants or obligations Agreement that are to be performed after following the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing Date shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain continue in full force and effect until such time as each covenants and every claim that is based directly or indirectly uponagreements are performed in accordance with the terms of this Agreement. In addition, or that relates directly or indirectly tonotwithstanding the foregoing, in the case of any Breach or alleged Breach fraudulent breach of such a representation or warranty has been fully and finally resolved, either by means or intentional breach of a written settlement agreement executed covenant by either party, the parties heretorepresentations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, or by means New York time on the day of a final, non-appealable judgment issued by a court expiration of competent jurisdictionthe applicable statute of limitations.

Survival of Representations and Covenants. The representations and warranties of Buyer and the Seller contained in this Agreement shall survive until the twelve month anniversary of the Closing Date; provided, that (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth contained in Sections 2.17 and 2.20 Section 5.13 (Intellectual Property) shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first 30-month anniversary of the Closing Date, then(b) the representations and warranties contained in Section 5.20 (Employee Benefit Plans) and Section 5.22 (Tax Matters), notwithstanding anything in each case, shall survive until the date that is thirty (30) days after the applicable statute of limitations for such representations and warranties expires, and (c) the representations and warranties contained in Section 5.01 (Organization and Power), Section 5.02 (Authorization), Section 5.03(i) (Noncontravention), Section 5.04 (Capitalization), Section 6.01 (Organization and Power), Section 6.02 (Authorization), Section 6.03(i) (Noncontravention), Section 6.04 (Equity Interests), Section 7.01 (Organization and Power), Section 7.02 (Authorization) and Section 7.04 (Noncontravention) (the representations and warranties in clauses (b) and (c), the “Fundamental Representations”), in each case, shall survive indefinitely; provided, further, that any claim that is properly asserted in writing pursuant to this Article 10 prior to the contrary contained in this Section 7.1(b), expiration of the survival period applicable to such representation or warranty set forth above shall not so expire, but rather shall remain in full force and effect survive until such claim is finally resolved and satisfied. All covenants and other agreements contained in this Agreement shall survive the Closing in accordance with their respective terms. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.01 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in this Section 10.01 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to be enforced as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed agreed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionParties.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement Party shall survive: survive (without limitation): (i) the Closing and the sale of the Purchased Assets to, and the assumption of the Assumed Liabilities by, the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares Purchased Assets by the Purchaser; (iii) the transfer or assignment of any of the Assumed Liabilities by the Purchaser; and (iv) any acquisition transaction effected by or otherwise involving the Purchaser or the Seller. All of said representations and warranties shall remain in full force and effect and shall survive until March 31, 2006; provided, however, any Damages arising from any representation or warranty set forth in Sections 3.1, 3.3, 3.6, 3.16 or 3.17, 3.18, 3.19 shall survive for the entire period of any applicable statutes of limitations but not in excess of six (6) years. All of the covenants and agreements of the Parties set forth herein including under Sections 2.9(c) and Article 8 hereof or in any of the Transaction Documents, including under the Seller Note, the Supply Agreement and the Assumption Agreement shall survive in accordance with their terms. (b) The representations, warranties, covenants and obligations of each party the Seller and Shareholder, and the rights and remedies that may be exercised in connection therewith, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve Parent or Purchaser. (12c) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties each statement or other item of information set forth in Sections 2.1, 2.4, 2.7 the Disclosure Schedules shall be deemed to be a representation and 6.5 warranty made by the Seller and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained Shareholder in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionAgreement.

Survival of Representations and Covenants. The representations and warranties (aas modified by any supplemental disclosure delivered pursuant to Section 7.01(p) Subject to the provisions of Section 7.1(bor 7.02(c), the representations, warranties, covenants and obligations of each party to ) in this Agreement shall survive: (i) and in the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party Transaction Documents shall survive the Closing to Merger and continue until the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after date which is eighteen (18) months following the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of Date (the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing“Expiration Date”); provided, except however, that the representations and warranties set forth in Sections 2.17 5.02 and 2.20 5.12 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreementindefinitely, the "Specified Representations" shall mean and the representations and warranties set forth in Sections 2.15.19, 2.45.21 and 5.23 shall survive until the applicable statutes of limitations for such matters, 2.7 if any. The covenants, obligations and 6.5 agreements in this Agreement and Sections 3.1in the other Transaction Documents shall survive the Merger in accordance with their respective terms (and to the extent that no expiration is stated for a particular covenant, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Scheduleobligation or agreement, as applicablesuch covenant, obligation or agreement shall be deemed to survive indefinitely). Notwithstanding anything to the contrary hereinpreceding sentences, if a Claim Notice (as defined belowi) relating to any representation or warranty set forth in any no claim of said Sections is given to the party required to provide indemnification indemnity pursuant to this Section 7 Article 10 with respect to any representation, warranty, covenant, obligation or agreement under this Agreement may be asserted after the Expiration Date, (ii) a claim of indemnity shall survive the Expiration Date to the extent a notice of a claim for indemnity has been given on or prior to the first anniversary Expiration Date in accordance with the provisions of, and satisfying all of the Closing Daterequirements of, then, notwithstanding anything to Section 10.05; and (iii) the contrary contained in this Section 7.1(b), such representation or warranty Expiration Date shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, apply to any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means breach of a written settlement representation, warranty, covenant, obligation or agreement executed by based on Fraud of the parties heretoPurchaser or the Company. Claims for Purchaser Losses and Stockholder Losses based on Fraud may only be made in accordance with the terms of this Article 10 and only until February 14, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction2008.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Shares to the Company; (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. Company; and (biii) The the sale or dissolution of any party to this Agreement, and (except for those set forth in Sections 2.1, 3.1, 3.3, 3.14, 3.17, 3.21 and 5.7) shall expire on the second anniversary of the Closing Date. Those representations and warranties set forth in Sections 3.14 and 3.17 shall survive until 30 days after the expiration of the applicable statute of limitations period, and the representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 3.3, 3.21 and 3.13 and 5.7 shall survive for an unlimited period of time. No party shall be entitled to any remedy resulting from the related sections Breach of a representation, warranty, covenant or obligation of the Target Disclosure Schedule and other party unless the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to Breaching party has received during the contrary herein, if applicable survival period a Claim Notice (as defined below) in the Recapitalization Agreement). Notwithstanding the foregoing, if a Claim Notice relating to any representation representation, warranty, covenant or warranty set forth in any of said Sections obligation is given to the party required to provide indemnification pursuant to this Section 7 Maxtor on or prior to the first second anniversary of the Closing DateDate (or such longer survival period as applicable), then, notwithstanding anything to the contrary contained in this Section 7.1(b10.1(a), such representation or warranty shall not so expire, but rather shall remain in full force and effect solely with respect to such claim until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of specifically set forth in such representation or warranty Claim Notice has been fully and finally resolved, either by means of a written settlement agreement executed by on behalf of Maxtor and the parties hereto, Company or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (b) For purposes of this Agreement, each statement or other item of infor-

Survival of Representations and Covenants. (a) Subject to All representations and warranties of the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to Seller Parties contained in this Agreement shall survive: survive Closing until the date that is eighteen (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (1218) months after following the date of the Closingthis Agreement; provided, except however, that the representations and warranties set forth contained in the first sentence of Sections 2.17 3.1 (Organization of the Company and 2.20 the Subsidiary), the first four sentences of 3.3(a) (Authority), 3.4 (Tax Matters), the first two sentences of Section 3.6 (Title to Property and Assets), 3.13 (Governmental Authorizations and Regulations) and 3.19 (Governmental Grants) of this Agreement shall survive the Closing until the expiration of the applicable statute of limitations applicable to claims against any Target Company. For purposes of this Agreementlimitations; and provided further, the "Specified Representations" shall mean that the representations and warranties contained in Section 3.14 (Compliance with Environmental Obligations) of this Agreement shall survive until the date that is the three-year anniversary of the date hereof. All representations and warranties of the Purchaser contained in this Agreement shall survive Closing until the date that is eighteen (18) months following the date hereof. All covenants, agreements and other obligations of Seller Parties and the Purchaser set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything this Agreement that are to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of be performed following the Closing DateDate shall survive the 87 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, thenMARKED BY [***], notwithstanding anything to the contrary contained in this Section 7.1(b)HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, such representation or warranty shall not so expire, but rather shall remain AS AMENDED. Closing and continue in full force and effect until such time as each covenants, agreements and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach other obligations are performed in accordance with the terms of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionthis Agreement.

Survival of Representations and Covenants. (a) Subject to the limitations and other provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth contained in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of 2 herein shall survive the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather and shall remain in full force and effect until such time as each and every claim the date that is based directly twelve (12) months from the Closing Date, with the exception of the representations and warranties contained in Sections 2.1 and 2.17 herein, (the “Seller Fundamental Representations”), which shall survive the Closing and shall remain in full force and effect for the statute of limitations, and the representation and warranties in Section 2.12 herein which shall survive the Closing and remain in full force and effect until the date that is six (6) months from the applicable statute(s) of limitations. The representations and warranties contained in Section 3 shall survive the Closing and shall remain in full force and effect until the date that is twelve (12) months from the Closing Date, with the exception of the representations and warranties contained in Section 3.1 and 3.2 herein, which shall survive the Closing and remain in full force and effect for the statute of limitations. None of the covenants or indirectly uponother agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, or that relates directly or indirectly toand each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any Breach or alleged Breach Claim Notice (as defined in Exhibit “G”) delivered by the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such representation or warranty has been fully survival period and such claims shall survive until finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

Survival of Representations and Covenants. (a) Subject to the limitations and other provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth contained in Sections 2.1Article III, 2.4, 2.7 Article IV and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of Article V herein shall survive the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather and shall remain in full force and effect until such time as each and every claim the date that is eighteen (18) months from the Closing Date; provided, however that (i) the Special Representations shall survive until the expiration of the applicable statute of limitations, (ii) the representations and warranties in Section 4.12 shall survive for a period of three (3) years from the Closing Date; and (iii) any claims arising from fraud shall survive the Closing Date indefinitely subject to any applicable statute of limitations that may apply after discovery of such fraud. All of the covenants or other agreements contained in this Agreement shall survive the Closing Date indefinitely or for the period contemplated by their respective terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved. The right to indemnification, payment of damages or other remedy based directly or indirectly uponon any representations, warranties, covenants and obligations contained in this Agreement shall not be affected by and will survive any investigation conducted with respect to, or that relates directly any knowledge acquired (or indirectly tocapable of being acquired) at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy or compliance with, any Breach such representation, warranty, covenant or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionobligation.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties made by ▇▇▇▇▇, the Signing Stockholders, Purchaser and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve Merger Sub in this Agreement (12) months after the date of the Closing, except that including without limitation the representations and warranties set forth in Sections 2.17 2, 3 and 2.20 4) shall survive the Closing until and shall expire on the earlier of (i) the date of issuance of an audit report with respect to financial statements which both contain combined operations of Purchaser and ▇▇▇▇▇ and include the Closing Date or (ii) ninety (90) days after the Closing Date (the "Expiration Date"); provided, however, that (x) notwithstanding the foregoing, the ▇▇▇▇▇ Specified Representations (other than Section 2.4), the Signing Stockholder Specified Representations and the Purchaser Specified Representations (other than Section 4.4) shall survive the Closing for the applicable statute of limitations and (y) if, at any time prior to the expiration of a representation or warranty made by ▇▇▇▇▇ or any of the statute Signing Stockholders, any Purchaser Indemnitee (acting in good faith) delivers to a Signing Stockholder obligated to provide indemnity under this Section 12 in respect of limitations such representation or warranty a written notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Sections 12.2 or 12.4 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive against the Signing Stockholder to claims whom such notice was delivered until such time as such claim is fully and finally resolved and (z) if, at any time prior to the expiration of a representation or warranty made by Purchaser or Merger Sub, any Stockholder Indemnitee (acting in good faith) delivers to Purchaser a written notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Section 12.5 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (b) Notwithstanding anything in this Agreement, from and after the Closing, any matter which has been accurately disclosed by ▇▇▇▇▇ or any of the Signing Stockholders in the ▇▇▇▇▇ Disclosure Schedule or the Signing Stockholder Disclosure Schedule or any update to either of the foregoing delivered to Purchaser at or prior to Closing, or in the ▇▇▇▇▇ Closing Certificate or any of the Signing Stockholders' Closing Certificates, (i) shall be deemed accepted by Purchaser and Merger Sub and (ii) shall not form the basis of any claim for Damages or any other remedy by any Purchaser Indemnitee against any Target Companyof the Signing Stockholders. Notwithstanding anything in this Agreement, from and after the Closing, any matter which has been accurately disclosed by Purchaser or Merger Sub in the Purchaser Disclosure Schedule or any update thereto delivered to ▇▇▇▇▇ or to the Signing Stockholders at or prior to Closing, or in the Purchaser Closing Certificate, (i) shall be deemed accepted by ▇▇▇▇▇ and the Signing Stockholders and (ii) shall not form the basis of any claim for Damages or any other remedy by any of the Stockholder Indemnitees against Purchaser. (c) For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties : (i) each statement or other item of information set forth in Sections 2.1, 2.4, 2.7 the ▇▇▇▇▇ Disclosure Schedule or in the ▇▇▇▇▇ Closing Certificate shall be deemed to be a representation and 6.5 and Sections 3.1, 3.6 and 3.13 and warranty made by ▇▇▇▇▇ in this Agreement; (ii) each statement or other item of information set forth in the related sections Signing Stockholder Disclosure Schedule or in any of the Target Disclosure Schedule Signing Stockholders' Closing Certificates shall be deemed to be a representation and warranty in this Agreement made by the Signing Stockholder to whom such statement or item of information relates; and (iii) each statement or other item of information set forth in the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything Schedule or in the Purchaser Closing Certificate shall be deemed to the contrary herein, if be a Claim Notice (as defined below) relating to any representation or and warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained made by Purchaser and Merger Sub in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionAgreement.

Survival of Representations and Covenants. (a) Subject to the provisions of Except as provided in this Section 7.1(b)16, the representations, warranties, covenants representations and obligations of each party to warranties in this Agreement shall survive: (i) the Closing and (ii) in any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party certificate delivered pursuant hereto shall survive the Closing to solely for purposes of Section 11 of this Agreement until the extent provided close of business 18 months following the Closing Date, whereupon such representations and warranties shall terminate. The representations and warranties in this Section 7.1(b4(h) shall survive for so long as the Tax indemnification is available under Section 11(a), 11(b)(iii) or 11(c)(vi). The Specified Representations representations and warranties in Section 4(a), Section 4(c), the first two sentences of Section 4(d), Section 4(e), Section 4(p), Section 4(x) and Sections 6(a), 6(c), and 6(f) shall terminate upon expiration of the applicable statute of limitations and the representations and warranties in Section 4(s) shall terminate at the close of business on the five-year anniversary of the Closing Date. With respect to the covenants or obligations contained in this Agreement, solely for purposes of Section 11 of this Agreement, (i) each covenant contained in this Agreement that is to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed (x) in whole on or prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 Date shall survive the Closing until the expiration close of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of business two years following the Closing Date, then, notwithstanding anything and (y) in whole or in part subsequent to the contrary Closing Date and that by its terms terminates on a specified date subsequent to the Closing Date shall survive the Closing until the close of business two years following the date on which such obligation expires, and (ii) each covenant contained in this Agreement other than those referred to in clause (i) above shall survive indefinitely. Notwithstanding the foregoing, each representation, warranty or covenant for which a party shall have delivered an indemnification notice under Section 7.1(b)11(f) or 11(h) before the expiration of the applicable survival period relating to such representation, such representation warranty or warranty covenant shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach terminate with respect to the subject matter of such representation or warranty has been fully and finally resolved, either by means indemnification notice solely for purposes of a written settlement agreement executed by the parties hereto, or by means Section 11 of a final, non-appealable judgment issued by a court of competent jurisdictionthis Agreement.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after Agreement (including the Closing shall survive and continue indefinitely. All other representations and warranties incorporated herein pursuant to Section 2.6) and related sections in the Redemption Agreement shall survive (without limitation): (i) the Closing and the sale of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior Securities to the Closing Investors, (ii) the sale by Maxtor of shares in the Company to the Company; and (iii) the sale or dissolution of any party to this Agreement or the Redemption Agreement, and (except for those set forth in Sections 2.1, 3.1, 3.3, 3.14, 3.17, 3.21 and 5.7 of the Redemption Agreement and incorporated in this Agreement) shall survive expire on the second anniversary of the Closing for a period of twelve (12) months after the date of the Closing, except that the Date. Those representations and warranties set forth in Sections 2.17 3.14 and 2.20 3.17 of the Redemption Agreement shall survive the Closing until 30 days after the expiration of the applicable statute of limitations applicable to claims against any Target Company. For purposes of this Agreementperiod, and the "Specified Representations" shall mean the representations representations, warranties, covenants and warranties obligations set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 3.3, 3.21 and 3.13 and the related sections 5.7 of the Target Disclosure Schedule and Redemption Agreement shall survive for an unlimited period of time. No Indemnitee shall be entitled to indemnification resulting from the Purchaser Disclosure ScheduleBreach of a representation, as applicable. warranty, covenant or obligation of Maxtor unless Maxtor has received during the applicable survival period a Claim Notice. (b) Notwithstanding anything to the contrary hereinforegoing, if a Claim Notice (as defined below) relating to any representation representation, warranty, covenant or warranty set forth in any of said Sections obligation is given to the party required to provide indemnification pursuant to this Section 7 Maxtor on or prior to the first second anniversary of the Closing DateDate (or such longer survival period as applicable), then, notwithstanding anything to the contrary contained in this Section 7.1(b7.1(a), such representation or warranty shall not so expireexpire solely with respect to such claim, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of specifically set forth in such representation or warranty Claim Notice has been fully and finally resolved, either by means of a written settlement agreement executed by on behalf of Maxtor and the parties hereto, Company or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (c) For purposes of this Agreement and the Redemption Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to Maxtor a written notice stating that such Indemnitee believes that there is or has been a possible Breach of a representation or warranty and containing (i) a brief description, providing reasonable detail, of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential c that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each representation, warranty covenant or obligation of Maxtor in the Redemption Agreement and each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule (to the extent such update is accepted by the Investors as contemplated by Section 5.3 of the Redemption Agreement) shall be deemed to be a representation, warranty, covenant or obligation of Maxtor in this Agreement. (e) Promptly after any Indemnitee (A) receives notice of any claim or Damages or the commencement of any action or proceedings against it, (B) has knowledge of any claim, Damages, action or proceeding against it, or (C) has knowledge of any matter or Damages for which it intends to seek indemnification hereunder, such Indemnitee shall, if a claim for reimbursement with respect thereto is to be made against Maxtor hereunder, give to Maxtor a Claim Notice relating to the possible Breach or the commencement of the action or proceeding; provided, however, that failure to give such notification shall not affect the indemnification hereunder except to the extent that Maxtor (X) is unable to defend or verify such claim solely as a result of such failure to notify or (Y) is required to pay a greater amount or incurs additional expense with respect thereto solely as a result of such failure to notify and then only to the extent of such excess.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, 8.1.1 The covenants and obligations agreements of each party to this Agreement Party shall survive: (i) survive the Closing and (ii) any sale or other disposition of any or all as of the Target Shares by Transactions for the Purchaserperiods specified in such covenants and agreements, or if no period is specified, until the fourth anniversary of the Closing. (b) 8.1.2 The representations, warranties, covenants and obligations of each party Seller and the rights and remedies that may be exercised by any Indemnified Party shall survive not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Closing to the extent provided in this Section 7.1(b). Indemnified Parties or any of their Representatives. 8.1.3 The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties of Seller contained in this Agreement shall remain in full force and related sections of effect and shall expire on the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date six month anniversary of the Closing; provided, except however, that the foregoing expiration date shall not apply to (i) claims based on fraud, intentional misrepresentation or willful breach which shall survive for the applicable statute of limitations and (ii) claims related to breaches of the representations and warranties set forth contained in Sections 2.17 Section 4.1 (Organization), Section 4.2 (Due Authorization; Enforceability) and 2.20 Section 4.4 (Ownership of Membership Interests), which shall survive the Closing until the expiration fourth anniversary of the statute Closing; provided further, however, that if Buyer notifies Seller of limitations applicable to claims against any Target Company. For purposes a claim specifying the factual basis of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth that claim in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything reasonable detail to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 extent then known by Buyer on or prior to the first anniversary of the Closing Dateapplicable expiration date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), then such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every such claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. 8.1.4 The representations and warranties of Buyer contained in this Agreement shall survive until the fourth anniversary of the Closing.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b)indefinitely. The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing each party shall survive the Closing for a period of twelve (12) months after and the date sale of the ClosingShares to the Purchaser until midnight (New York City time) on the eighteen (18) month anniversary of the Closing Date (the “Expiration Time”), except at which time all Liability of the parties with respect to such representations and warranties shall be extinguished; provided, however, that the representations and warranties of the Selling Stockholders set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration 3.1 (Ownership of the statute Shares), 3.2 (Authority; Binding Nature of limitations applicable to claims against any Target Company. For purposes Agreements) and 3.6 (Brokers) of this AgreementExhibit F, the "Specified Representations" shall mean the representations and warranties of Crest and the Selling Stockholders set forth in Sections 2.12.3 (Capitalization), 2.42.16 (Tax Matters), 2.7 2.23 (Authority; Binding Nature of Agreements) and 6.5 2.25 (Brokers) of Exhibit E and, solely with respect to the Companies’ title to the Northstar System, the representations and Sections 3.1, 3.6 and 3.13 warranties of Crest and the related sections Selling Stockholders set forth in Sections 2.6 (Title to Assets) and 2.9(e) of Exhibit E (the “Special Representations”) shall survive until the lapse of the Target Disclosure Schedule and applicable statute of limitations period plus thirty (30) days (the Purchaser Disclosure Schedule“Special Representation Expiration Time”); provided, further, that if, prior to the Expiration Time or the Special Representation Expiration Time, as applicable. Notwithstanding anything to the contrary herein, if a Purchaser Indemnified Party shall have duly delivered a Claim Notice (as defined below) relating to any representation or warranty in the manner set forth in any of said Sections is given to Section 11.7, then the party required to provide specific indemnification pursuant to this Section 7 on claim set forth in such Claim Notice shall survive the Expiration Time or prior to the first anniversary of the Closing DateSpecial Representation Expiration Time, then, notwithstanding anything to the contrary contained in this Section 7.1(bas applicable (and shall not be extinguished thereby), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictiondetermined.

Survival of Representations and Covenants. (aThe representations and warranties of the Company, Parent and Merger Sub contained in Section 4 and Section 5, in any certificate delivered pursuant to Section 7.2(d)(i) Subject to the provisions of or Section 7.1(b7.3(c)(i), the representationsor in any other agreement, warranties, covenants and obligations certificate or other document delivered by or on behalf of each party Party pursuant to this Agreement shall survive: survive the Closing until the eighteen (i18) month anniversary of the Closing Date (the “Release Date”); except that (a) the Closing and Fundamental Representations shall survive until the sixth (ii6th) any sale or other disposition of any or all anniversary of the Target Shares by the Purchaser. Closing Date, and (b) the representations and warranties set forth in Section 4.10 (Employee Plans) or Section 4.15 (Tax Matters) shall survive until sixty (60) days following the expiration of the applicable statute of limitations period. The representations, warranties, covenants and obligations agreements of each party the Parties set forth in Section 6.1, Section 6.11 and Section 6.14 shall survive the Closing until the twelve (12) month anniversary of the Closing Date; all other covenants and agreements of the Parties which are to be performed at or prior to the extent provided Closing shall terminate upon the Closing, and the covenants and agreements of the Parties set forth in this Section 7.1(b). The Specified Representations and covenants or obligations Agreement which are required to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing in accordance with their respective terms or, where their terms do not so provide, until fully performed. No claim may be made or suit instituted seeking indemnification for a period breaches of twelve (12) months after the date of the Closingrepresentations, except that the representations and warranties set forth warranties, covenants or agreements contained in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification Agreement pursuant to this Section 7 on or prior to the first anniversary 9 after expiration of the Closing Date, then, notwithstanding anything to the contrary contained applicable survival period in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of 9.1 unless a written settlement agreement executed by notice describing the parties hereto, or by means matter subject to indemnification is provided to the applicable Indemnitor in accordance with Section 9.3 prior to expiration of a final, non-appealable judgment issued by a court of competent jurisdictionthe applicable survival period in this Section 9.1.

Survival of Representations and Covenants. (a) Subject to the limitations and other provisions of Section 7.1(b)this Agreement, the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing representations and warranties of the Company and LGCS Holdco in ARTICLE III of this Agreement and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party claims for indemnification pursuant to this Article VIII shall survive the Closing to and shall expire at until 5:00 p.m. Eastern time on the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of date that is twelve (12) months after following the date Closing Date; provided, that any claim involving Fraud regarding any representation or warranty of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 Company shall survive the Closing until thirty (30) days after the expiration of date on which the statute of limitations applicable to claims against such claim shall have expired. The representations and warranties of Parent and Merger Sub in Article IV of this Agreement and pursuant to any Target Company. For purposes certificate to be delivered pursuant to Article VII of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth all covenants and agreements of Parent and Merger Sub that require performance in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or full prior to the first anniversary Closing, shall not survive the Closing (for clarity, the operation of this sentence shall in no way limit or affect the ability of the Closing Date, then, notwithstanding anything Stockholders’ Representative to seek specific performance of Parent’s obligations under Article II pursuant to Section 10.12 hereof on behalf of the contrary Stockholders). All covenants and agreements of the Company and LGCS Holdco contained in this Section 7.1(bAgreement that require performance in full prior to the Closing (and any rights arising out of any breach of such covenants and agreements) (each, a “Pre-Closing Covenant”), such representation or warranty in each case, shall terminate and be of no further force and effect effective at the Closing and shall not so expiresurvive the Closing for any purpose hereunder and neither the Company, but rather nor any of their respective Affiliates, shall have any liability whatsoever with respect to any Pre-Closing Covenants. The covenants and agreements of the parties in this Agreement that by their terms apply or are to be performed, in whole or in part, at or after the Closing (and any rights arising out of any breach of such covenants and agreements), in each case, shall survive the Closing and shall remain in full force and effect until for the period provided in such time as each covenants and every claim that is based directly or indirectly uponagreements, if any, or that relates directly or indirectly tountil fully performed. Notwithstanding the foregoing, with respect to any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued claim asserted in writing by a court Parent Indemnitee pursuant to this Article VIII prior to the expiration date of competent jurisdictionthe applicable survival period set forth in this Section 8.1 the indemnification obligations hereunder with respect to such claim, and the claim so asserted, shall survive until finally resolved in accordance with this Article VIII.

Survival of Representations and Covenants. (a) Subject The representations and warranties of the Companies, Parent, Buyer and Marcus contained in Article 3 and Article 4 or in any certificate or in any certificate delivered by one party to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each another party pursuant to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to until April 15, 2020; provided that the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations applicable to claims against any Target Company. For purposes of this Agreementlimitations, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections Fundamental Representations shall survive the Closing until the date that is sixty (60) months following the Closing Date; and provided, further, that if any breach, act, omission, disclosure or failure to disclose shall form the basis for a claim for indemnification for breach of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any more than one representation or warranty set forth in and such claims for indemnification have different periods of survival hereunder, then the expiration of the survival period of one claim shall not affect the right of any of said Sections is given Person entitled to the party required to provide indemnification pursuant to this Agreement to make a claim for indemnification based on the breach of representation or warranty still surviving. Claims for indemnification under Section 7 on or 8.2(a)(iii) and (iv) shall survive the Closing until the date that is sixty (60) months following the Closing Date. The covenants contained in this Agreement shall survive in accordance with their terms and, unless a specific survival period is set forth in the context of any such covenant, terminate only when and if such covenants are fully performed. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity and in writing by notice from the non-breaching party to the breaching party prior to the first anniversary expiration of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty applicable survival period shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach thereafter be barred by the expiration of such representation or warranty has been fully survival period and such claims shall survive until finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.. 69

Survival of Representations and Covenants. Except as otherwise provided below, the representations and warranties of each Party contained in this Agreement and the other Transactional Agreements or in any certificate or schedule delivered pursuant hereto or thereto will survive the Closing and will remain in full force and effect for a period of eighteen (a18) Subject to months from the provisions of Closing Date. Notwithstanding the foregoing: (i) the representations and warranties in Section 7.1(b3.18 (Tax Matters), and the representationsindemnification obligations of the Seller with respect thereto, warrantieswill survive until sixty (60) days after the expiration of the applicable statute of limitations period (including any tolling period applicable under Legal Requirements); and (ii) the representations and warranties in Section 3.1(a), (c), and (f) (Due Organization; Subsidiaries), Section 3.3 (Capitalization), Section 3.4 (Seller Authority; Binding Nature of Agreements), Section 3.24 (Certain Fees), Section 4.1 (Organization), Section 4.3 (Authority; Binding Nature of Agreements) and Section 4.5 (Certain Fees), and the indemnification obligations with respect thereto, will survive indefinitely. The covenants and obligations agreements of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall will survive the Closing to indefinitely or for the extent provided period specified therein. In the event notice of claim for indemnification is given within the applicable survival period set forth in this Section 7.1(b). The Specified Representations and covenants 8.1, the representation or obligations to be performed after warranty, covenant or agreement that is the Closing shall survive and continue indefinitely. All other representations and warranties and related sections subject of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to such indemnification claim (whether or not a formal Proceeding will have been performed prior commenced based upon such claim) will survive with respect to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing such claim until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicablesuch claim is finally resolved. Notwithstanding anything to the contrary hereincontrary, if a Claim Notice (there is no limitation as defined below) relating to time for any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionclaims involving fraud.

Survival of Representations and Covenants. (aExcept as otherwise set forth in this Section 9.1, the representations and warranties of the Company, Parent and Merger Sub contained in ARTICLE III and ARTICLE IV, or in any certificate delivered pursuant to Section 6.2(e) Subject to the provisions of or Section 7.1(b6.3(d), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b)until March 15, 2020. The Specified Representations representations and warranties in Section 3.1 (Organization and Power), Section 3.2 (Authorization of Agreement), Section 3.4 (Capitalization; Operating Subsidiaries), Section 3.24 (Financial Advisors), Section 4.1 (Organization and Power), Section 4.2 (Authorization of Agreement), Section 4.5 (Financial Capability), Section 4.6 (Solvency), and Section 4.8 (Financial Advisors) (collectively, the “Fundamental Representations”) shall survive until the earlier of (A) the expiration of the statute of limitations applicable for breach of contract claims in the State of Delaware and (B) the six (6)-year anniversary of the Closing Date. The representations and warranties contained in Section 3.10 (Taxes) shall survive until the earlier of (A) the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days and (B) the six (6)-year anniversary of the Closing Date. All covenants set forth herein to be performed prior to or obligations at the Closing shall terminate at the Closing, and all other covenants set forth herein to be performed after the Closing shall survive and continue indefinitelythe Closing in accordance with their respective terms. All other representations and warranties and related sections It is the express intent of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a Parties that, if an applicable survival period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 this Section 9.1 is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the survival period contemplated hereby. Any claim for indemnity under this Agreement with respect to any breach of any representation, warranty or covenant shall be deemed time-barred, and 2.20 no such claim shall survive be made after the Closing until survival period specified in this Section 9.1; provided, however, that if a claim notice is delivered in good faith pursuant to and in accordance with the requirements of this ARTICLE IX with respect to any breach of any representation, warranty or covenant prior to the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreementsurvival period, the "Specified Representations" indemnification claim under this ARTICLE IX with respect to such representation, warranty or covenant shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections survive until such indemnification claim is given to the party required to provide indemnification finally resolved pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionARTICLE IX.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections contained in this Agreement or in any certificate delivered pursuant hereto shall survive until the 18 month anniversary of the Target Disclosure Schedule and Closing Date (the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing“Expiration Date”), except provided that the representations and warranties set forth contained in Sections 2.17 2.1, 2.2, 2.3, 2.6, 2.10 (other than Section 2.10(h)), 2.14, 3.1, 3.2 and 2.20 3.3 (the “Fundamental Representations”) shall survive the Closing until the lapse of the applicable statute of limitations period (giving effect to any tolling of such period or other waiver, mitigation or extension thereof) if such period would extend past the Expiration Date; and, provided, further, that, notwithstanding the foregoing, the representations and warranties contained in Section 2.6 shall survive the Closing until the third (3rd) anniversary of the Closing, the representations and warranties contained in Section 2.10 (other than Section 2.10(h)) shall survive the Closing until the fifth (5th) anniversary of the Closing, and the representations and warranties contained in Section 2.10(h) and the second sentence of Section 2.20 shall survive until the expiration of the last-to-expire Valid Claim in the Company Patent Rights. Each party’s indemnification obligations with respect to each of the representations and warranties pursuant to this Agreement shall terminate when the applicable representation or warranty terminates pursuant to this Section 9.1; 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 timely notice of such claim (in accordance with the terms of this Section) to the parties from which indemnification is sought. As used in this Section 9.1, “statute of limitations” does not mean the three (3) year statute of limitations applicable to claims against a claim for breach of contract. The parties to this Agreement agree that: (a) in the case of the survival periods specified in this Section 9.1 ending upon the lapse of the applicable statute of limitations period (giving effect to any Target Company. For purposes tolling of this Agreementsuch period or other waiver, mitigation or extension thereof), the "Specified Representations" parties intend, and hereby contractually agree, that such survival period shall mean be (and for the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections avoidance of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or doubt shall not expire prior to the first anniversary end of) the maximum period during which an action based on a written contract, agreement or undertaking involving at least $100,000 may be brought pursuant to Section 8106(c), Title 10 of the Closing DateDelaware Code, then, notwithstanding anything to and (b) in the contrary contained case of the eighteen (18) month survival periods specified in this Section 7.1(b)9.1, such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means intend to shorten the applicable statute of a final, non-appealable judgment issued by a court of competent jurisdictionlimitations period with respect to such claims.

Survival of Representations and Covenants. (a) Subject The representations and warranties of the Companies, Parent, Buyer and Marcus contained in Article 3 and Article 4 or in any certificate or in any certificate delivered by one party to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each another party pursuant to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to until April 15, 2020; provided that the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations applicable to claims against any Target Company. For purposes of this Agreementlimitations, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections Fundamental Representations shall survive the Closing until the date that is sixty (60) months following the Closing Date; and provided, further, that if any breach, act, omission, disclosure or failure to disclose shall form the basis for a claim for indemnification for breach of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any more than one representation or warranty set forth in and such claims for indemnification have different periods of survival hereunder, then the expiration of the survival period of one claim shall not affect the right of any of said Sections is given Person entitled to the party required to provide indemnification pursuant to this Agreement to make a claim for indemnification based on the breach of representation or warranty still surviving. Claims for indemnification under Section 7 on or 8.2(a)(iii) and (iv) shall survive the Closing until the date that is sixty (60) months following the Closing Date. The covenants contained in this Agreement shall survive in accordance with their terms and, unless a specific survival period is set forth in the context of any such covenant, terminate only when and if such covenants are fully performed. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity and in writing by notice from the non-breaching party to the breaching party prior to the first anniversary expiration of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty applicable survival period shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach thereafter be barred by the expiration of such representation or warranty has been fully survival period and such claims shall survive until finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive the Closing and the sale of the Assets to the Purchaser. Subject to Section 4.1(c) hereto, all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive until the first anniversary of the Closing Date; provided further that (i) the representation set forth in Section 2.12(c) shall survive until the date that is 270 days from and after the Closing Date (including the Closing Date), and (ii) any sale or other disposition of any or all the covenants contained in Sections 1.3, 5.1, 5.2, 5.3, 6.2 and 6.3 shall survive until the third anniversary of the Target Shares by Closing Date. Subject to Section 4.1(c), no Purchaser Indemnitee shall make any claim hereunder, including pursuant to Sections 2.5 and 2.12(b) hereof, against the Purchaser. Seller with respect to the subject matter of Section 2.12(c) after the date that is 270 days from and after the Closing Date (b) including the Closing Date). The representations, warranties, covenants and obligations of each party the Indemnifying Party, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Companytheir Representatives. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if If a Claim Notice (as defined below) relating to any representation representation, warranty, covenant or warranty set forth in any of said Sections obligation is given to the party required to provide indemnification pursuant to this Section 7 Indemnifying Party on or prior to the first anniversary of the Closing Date (or, in the case of Section 2.12(c) only, the date that is 270 days from and after the Closing Date (including the Closing Date)), then, notwithstanding anything to the contrary contained in this Section 7.1(b4.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect (solely with respect to the claim specified in the Claim Notice) until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 4.2) as specified in such Claim Notice that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolvedDefinitively Resolved. For purposes of this Agreement, either by means of a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Indemnifying Party a written settlement agreement executed notice stating that such Indemnitee believes that there is or has been a Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such Breach. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionapplicable party in this Agreement.

Survival of Representations and Covenants. (a) Subject The representations and warranties of each party set forth in this Agreement or any other Transactional Agreement or any Exhibit or Schedule shall survive for a period of twelve (12) months from the Closing Date and thereafter shall be deemed fully satisfied and waived for all purposes, provided however that notwithstanding the foregoing, (i) such limitation shall not apply to any act of fraud or intentional concealment by any such person; (ii) such limitation shall not apply to any tax or environmental representation or warranty, which shall survive until the provisions expiration of Section 7.1(b)the applicable statutes of limitation; and (iii) any claim, action or cause of action for any breach or violation of any such representation or warranty shall not terminate and shall survive until the respective rights and obligations of the relevant parties are fully discharged and satisfied, subject to applicable statutes of limitation. (b) Except as qualified by the Disclosure Schedules, the representations, warranties, covenants and obligations of each party to this Agreement the respective parties, and the rights and remedies that may be exercised by any of them, shall survive: (i) the Closing and (ii) any sale not be limited or other disposition otherwise affected by or as a result of any information furnished to, or all any investigation made by, or the Knowledge of, any of the Target Shares by the Purchaserother parties or their respective representatives. (bc) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties although each statement or other item of information set forth in Sections 2.1the Disclosure Schedules qualifies the specific representation and warranty to which such information refers, 2.4, 2.7 all such statements and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections other items of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty information set forth in any of said Sections is given the Disclosure Schedules shall be deemed to be a representation and warranty made by PickAx and the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing DateNamed PickAx Stockholder, thenrespectively, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionAgreement.

Survival of Representations and Covenants. (a) Subject to the limitations and other provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth contained in Sections 2.1Article III, 2.4, 2.7 Article IV and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of Article V herein shall survive the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather and shall remain in full force and effect until such time as each and every claim the date that is eighteen (18) months from the Closing Date; provided, however that (i) the Special Representations shall survive until the expiration of the applicable statute of limitations, (ii) the representations and warranties in Section 4.12 shall survive for a period of three (3) years from the Closing Date, and (iii) any claims arising from fraud shall survive the Closing Date indefinitely subject to any applicable statute of limitations that may apply after discovery of such fraud. All of the covenants or other agreements contained in this Agreement shall survive the Closing Date indefinitely or for the period contemplated by their respective terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved. The right to indemnification, payment of damages or other remedy based directly or indirectly uponon any representations, warranties, covenants and obligations contained in this Agreement shall not be affected by and will survive any investigation conducted with respect to, or that relates directly any knowledge acquired (or indirectly tocapable of being acquired) at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy or compliance with, any Breach such representation, warranty, covenant or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionobligation.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Shares to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser; and (iii) any Acquisition Transaction effected by or otherwise involving the Purchaser or the Company. Subject to Section 9.1(b) and Section 9.1(d), all of the representations and warranties made by the Company and/or the Selling Stockholder in this Agreement and the representations and warranties set forth in the Closing Certificate and the Consideration Certificate, in each case other than the representations and warranties referred to in Section 9.1(b), shall expire on the first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee delivers to the Selling Stockholder a written notice alleging the existence an inaccuracy in or a breach of any of such representations and warranties and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (b) Notwithstanding anything to the contrary contained in Section 9.1(a), but subject to Section 7.1(d): (i) the representations and warranties set forth in Section 2.17 shall survive the Closing Date until the date that is 30 days after the date of expiration of all applicable statutes of limitation (and any extensions thereof) with respect thereto and the representations and warranties set forth in Section 2.12 shall survive the Closing Date until the third anniversary of the Closing Date; provided, however, that if, at any time prior to the applicable expiration date, any Indemnitee delivers to the Selling Stockholder a written notice alleging the existence an inaccuracy in or a breach of any of such representations and warranties and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved; and (ii) the representations and warranties set forth in Sections 2.3, 2.26 and 2.29 shall survive the Closing Date indefinitely and shall never expire. (c) All representations and warranties made by the Purchaser shall terminate and expire as of second anniversary of the Closing Date. (d) Notwithstanding anything to the contrary contained in Section 9.1(a) or Section 9.1(b), the limitations set forth in Sections 9.1(a) and 9.1(b) shall not apply in the case of claims based upon intentional misrepresentation or fraud. (e) The representations, warranties, covenants and obligations of each party the Company and the Selling Stockholder, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve their Representatives. (12f) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties each statement or other item of information set forth in Sections 2.1, 2.4, 2.7 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and 6.5 and Sections 3.1, 3.6 and 3.13 warranty made by the Company and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained Selling Stockholder in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionAgreement.

Survival of Representations and Covenants. (a) Subject to the provisions of duration and time limitations set forth in Section 7.1(b)9.1(b) below, the representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive the occurrence of each of the following: (i) the Closing and the sale of the Shares to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser; (iii) any Acquisition Transaction effected by or otherwise involving the Purchaser or the Company; and (iv) any other events or occurrences occurring after the Closing. (b) The All the representations, warranties, covenants and obligations contained in this Agreement shall survive for a period of two (2) years after the Closing, unless waived in writing by the party for whose benefit these representations and warranties have been given; provided, however, that (i) the representations and warranties of the Selling Stockholders set forth in Section 2.3 shall survive the Closing indefinitely (the "Indefinite Representations") and (ii) the representations and warranties of the Selling Stockholders set forth in Sections 2.1, 2.4, 2.8, 2.17, 2.19 and 2.20 (the "SOL Representations"), and with the Indefinite Representations collectively, the "Survival Representations") shall survive until the expiration of the applicable statute of limitations. Notwithstanding the foregoing the Purchaser's payment obligations shall survive the Closing, in accordance with the terms and conditions of this Agreement. (c) Except as may be set forth in the Disclosure Schedule to this Agreement, the representations, warranties, covenants and obligations of each party the Company and the Selling Stockholders, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve their Representatives. (12d) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties each statement or other item of information set forth in Sections 2.1, 2.4, 2.7 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and 6.5 and Sections 3.1, 3.6 and 3.13 warranty made by the Company and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained Selling Stockholders in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionAgreement.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive for a period of one year following the distribution of the Stock Consideration to the shareholders of the Seller pursuant to the Plan of Dissolution. (b) The representations, warranties, covenants and obligations of each party the Seller, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve their Representatives. (12c) months after the date of the Closing, except that the The representations and warranties set forth in Sections 2.17 2 and 2.20 3 shall survive expire on the first anniversary of the Closing until Date; provided, however, that notwithstanding the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreementforegoing, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule Parent and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything shall expire not later than the date on which the Stock Consideration is paid to the contrary hereinSeller; and provided further, that if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 Seller on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b9.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 9.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by on behalf of the parties heretoSeller, Parent and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (e) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, The covenants and obligations agreements of each party to this Agreement Party shall survive: (i) survive the Closing and (ii) any sale or other disposition of any or all as of the Target Shares by Transactions for the Purchaserperiods specified in such covenants and agreements, or if no period is specified, until the fourth anniversary of the Closing. (b) The representations, warranties, covenants and obligations of each party Seller and the rights and remedies that may be exercised by any Indemnified Party shall survive not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Closing to the extent provided in this Section 7.1(b). Indemnified Parties or any of their Representatives. (c) The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties of Seller contained in this Agreement shall remain in full force and related sections of effect and shall expire on the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date six month anniversary of the Closing; provided, except however, that the foregoing expiration date shall not apply to (i) claims based on fraud, intentional misrepresentation or willful breach which shall survive for the applicable statute of limitations and (ii) claims related to breaches of the representations and warranties set forth contained in Sections 2.17 Section 3.1 (Organization), Section 3.2 (Due Authorization; Enforceability) and 2.20 Section 3.4 (Ownership of Membership Interests), which shall survive the Closing until the expiration fourth anniversary of the statute Closing; provided further, however, that if Buyer notifies Seller of limitations applicable to claims against any Target Company. For purposes a claim specifying the factual basis of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth that claim in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything reasonable detail to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 extent then known by Buyer on or prior to the first anniversary of the Closing Dateapplicable expiration date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), then such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every such claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) The representations and warranties of Buyer contained in this Agreement shall survive until the fourth anniversary of the Closing.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares Assets by the Purchaser; and (iii) the death or dissolution of any party to this Agreement. Except as set forth in Section 6.1(c), all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive for an unlimited period of time. (b) The representations, warranties, covenants and obligations of each party the Shareholder and the Seller, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants Indemnitees or any of their Representatives. (c) Subject to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the ClosingSection 6.1(d), except that the representations and warranties set forth in Sections 2.17 and 2.20 Section 2 shall survive expire on the fourth anniversary of the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this AgreementDate; provided, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1however, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, that if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 Shareholder's Representative on or prior to the first fourth anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b6.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 6.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by on behalf of the parties hereto, Shareholder's Representative and the Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) Notwithstanding anything to the contrary contained in Section 6.1(c) (and without limiting the generality of anything contained in Section 6.1(a)), if the Shareholder or the Seller had knowledge, on or prior to the Closing Date, of any circumstance that constitutes or that has given rise or could be expected to give rise, directly or indirectly, to any Breach of any representation or warranty set forth in Section 2, then such representation or warranty shall not expire, but rather shall remain in full force and effect for an unlimited period of time (regardless of whether any Claim Notice relating to such representation or warranty is ever given). (e) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Shareholders' Representative a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (f) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Shareholder and the Seller in this Agreement.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, The covenants and obligations agreements of each party to this Agreement Party shall survive: (i) survive the Closing for the periods specified in such covenants and (ii) any sale agreements, or other disposition of any or all if no period is specified, until the second anniversary of the Target Shares by the PurchaserClosing. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties of Seller contained in this Agreement shall remain in full force and related sections of the Target Disclosure Schedule effect and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve fifteen (1215) months after the date of from the Closing; provided, except however, that the foregoing expiration date shall not apply to (i) claims based on fraud or misconduct which shall survive for the applicable statute of limitations and (ii) claims related to breaches of the representations and warranties set forth contained in Sections 2.17 Section 2.1 (Organization), Section 2.2 (Due Authorization; Enforceability) and 2.20 Section 2.4 (Ownership of Membership Interests), which shall survive for the Closing until the expiration of the applicable statute of limitations applicable to claims against any Target Company. For purposes limitations; provided, further, however, that if Buyer notifies Seller of this Agreement, a claim specifying the "Specified Representations" shall mean the representations and warranties set forth factual basis of that claim in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything reasonable detail to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 extent then known by Buyer on or prior to the first anniversary of the Closing Dateapplicable expiration date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), then such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every such claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (c) The representations and warranties of Buyer contained in this Agreement shall survive for fifteen (15) months from the Closing; provided, however, that if Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Seller on or prior to the applicable expiration date, then such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as such claim has been fully and finally resolved, either by means of a written settlement agreement or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b9.1(c), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Acquired Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares Business or the Acquired Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. (b) The representations, warranties, covenants and obligations of each party the Seller and the rights and remedies that may be exercised by the Indemnitees shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or any Knowledge of, any of the Target Indemnitees or any of their Representatives, provided that if the Seller updates its Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive Date and the Closing for a period of twelve (12) months after Purchaser elects to close the date of the ClosingTransactions, except that the representations and warranties affected by such updates shall be deemed supplemented and amended for determining the accuracy thereof. The representations, warranties, covenants and obligations of the Purchaser and the rights and remedies that may be exercised by the Seller shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any Knowledge of, the Seller or any of its Representatives. (c) The representations and warranties of the parties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties Agreement (other than those set forth in Sections 2.1, 2.42.13, 2.7 2.15, 2.16, 3.1 and 6.5 3.2 (the “Specified Representations”), which shall remain in full force and Sections 3.1effect and shall survive for an unlimited period of time, 3.6 except with respect to third-party claims as to which each such representation and 3.13 and warranty shall expire six months after the related sections expiration of the Target Disclosure Schedule relevant statute of limitations with respect to such third-party claims, and those set forth in Section 2.18, which shall remain in full force and effect and shall survive for a period of 18 months after the Purchaser Disclosure ScheduleClosing Date) shall expire one year after the Closing Date; provided, as applicable. Notwithstanding anything however, that if a notice relating to the contrary herein, if a Claim Notice (as defined below) relating to Breach of any representation or warranty of a party set forth in any of said Sections is given to the such party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of date that is one year after the Closing Date (or 18 months after the Closing Date, in the case of Breaches of Section 2.18), then, notwithstanding anything to the contrary contained in this Section 7.1(b9.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.Breach

Survival of Representations and Covenants. (a) Subject to The representations and warranties of the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to Selling Shareholders contained in this Agreement shall survive: (i) survive the Closing and (i) in respect of the Fundamental Representations (other than the representations and warranties set forth in Section 3.15 (Benefit Plans)), shall survive without expiration; (ii) any sale or other disposition of any or all in respect of the Target Shares representations and warranties set forth in Section 3.13 (Taxes) and Section 3.15 (Benefit Plans), shall survive until ninety (90) days after the expiration of the statute of limitations applicable thereto; (iii) in respect of the representations and warranties set forth in Section 3.08 (Software; Products; Services; Computer Systems) and Section 3.09 (Intellectual Property), shall terminate on the date which is thirty-six (36) months from the Closing Date; and (iv) in respect of all other representations and warranties made by the PurchaserSelling Shareholders or the Company, shall terminate on the date which is twenty-four (24) months from the Closing Date; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any claim as to which an Indemnified Party shall have, before the expiration of the applicable period, previously delivered a notice of such claim pursuant to Section 6.04 to the applicable Indemnifying Party. (b) The representationsrepresentations and warranties of Purchaser contained in this Agreement (i) in respect of Section 4.02 (Authority; Execution and Delivery, warrantiesEnforceability), covenants and obligations of each party Section 4.06 (Brokers’ Fees) shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations without expiration and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All (ii) all other representations and warranties and related sections of the Target Disclosure Schedule and the made by Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve twenty-four (1224) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive from the Closing until Date; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any claim as to which an Indemnified Party shall have, before the expiration of the statute applicable period, previously delivered a notice of limitations applicable such claim (stating in reasonable detail the basis of such claim) pursuant to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything Section 6.04 to the contrary herein, if a Claim Notice applicable Indemnifying Party. (as defined belowc) relating to any representation or warranty set forth in any The covenants and agreements of said Sections is given to the each party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b)Agreement (including this Article VI) shall survive for the period specified therein, such representation or warranty shall and if not so expirespecified, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionwithout expiration.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Assets to the Purchasers; (ii) any sale or other disposition of any or all of the Target Shares Assets by the PurchaserPurchasers; and (iii) the death or dissolution of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive for an unlimited period of time. (b) The representations, warranties, covenants and obligations of each party the Seller, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants Indemnitees or any of their Representatives. (c) Subject to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the ClosingSection 9.1(d), except that the representations and warranties set forth in Sections 2.17 2 and 2.20 3 shall survive expire on the fourth anniversary of the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this AgreementDate; provided, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1however, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, that if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 Seller on or prior to the first fourth anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b9.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 9.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by on behalf of the parties hereto, Seller and the Purchasers or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (d) Notwithstanding anything to the contrary contained in Section 9.1(c) (and without limiting the generality of anything contained in Section 9.1(a)), if the Seller had knowledge, on or prior to the Closing Date, of any circumstance that constitutes or that has given rise or could be expected to give rise, directly or indirectly, to any Breach of any representation or warranty set forth in Section 2, then such representation or warranty shall not expire, but rather shall remain in full force and effect for an unlimited period of time (regardless of whether any Claim Notice relating to such representation or warranty is ever given). (e) For purposes of this Agreement, a “Claim Notice” relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee’s belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach.

Survival of Representations and Covenants. (a) Subject to the limitations and other provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth contained in Sections 2.1Article III, 2.4, 2.7 Article IV and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of Article V herein shall survive the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather and shall remain in full force and effect until such time as each and every claim the date that is eighteen (18) months from the Closing Date; provided, however that (i) the Special Representations shall survive until the expiration of the applicable statute of limitations, (ii) the representations and warranties in Section 4.12 shall survive for a period of three (3) years from the Closing Date; and (iii) any claims arising from fraud shall survive the Closing Date indefinitely, subject to any applicable statute of limitations that may apply after the discovery of such fraud. All of the covenants or other agreements contained in this Agreement shall survive the Closing Date indefinitely or for the period contemplated by their respective terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved. The right to indemnification, payment of damages or other remedy based directly or indirectly uponon any representations, warranties, covenants and obligations contained in this Agreement shall not be affected by and will survive any investigation conducted with respect to, or that relates directly any knowledge acquired (or indirectly tocapable of being acquired) at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy or compliance with, any Breach such representation, warranty, covenant or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionobligation.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive (without limitation): (i) the execution and delivery of this Agreement and the sale of the Shares to Purchaser; (ii) any subsequent sale or other disposition of any or all of the Shares by Purchaser; (iii) the liquidation, dissolution or winding up of any Selling Stockholder and (iv) the death of any Founder. All of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive until the date eighteen (18) months from the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the ClosingDate; provided, except however, that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the indemnifying party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of date eighteen (18) months from the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b6.1(a), such representation or warranty shall not so expire, but rather shall remain in full force and effect until the later of (i) the date eighteen (18) months from the Closing Date, or (ii) such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 6.2) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach breach or alleged Breach breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by on behalf of the parties heretoSelling Stockholders, the Founders and Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. (b) The representations, warranties, covenants and obligations of the Founders, the Selling Stockholders and the Purchaser and the rights and remedies that may be exercised by the Purchaser Indemnitees or the Seller Indemnitees, as applicable, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchaser Indemnitees or the Seller Indemnitees, as applicable, or any of their representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Purchaser Indemnitee or the Seller Indemnitee, as applicable, acting in good faith, delivers to the indemnifying party a written notice stating that such Indemnitee believes that there is or has been a possible breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential damages that have arisen and may arise as a direct or indirect result of such possible breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or Purchaser Disclosure Schedule, as applicable, or in any update to the Company Disclosure Schedule or Purchaser Disclosure Schedule, as applicable, shall be deemed to be a representation and warranty made by each Founder, each of the Selling Stockholders and the Purchaser, as applicable, in this Agreement.

Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b11.1(b), the representations, warranties, covenants representations and obligations warranties of each party to E▇▇▇▇▇▇ set forth in this Agreement shall survive: survive (without limitation): (i) the Closing Date and the sale of the Assets to Sangamo; (ii) any sale or other disposition of any or all of the Target Shares Assets by Sangamo; and (iii) the Purchaserdissolution or liquidation of any Party. The covenants and agreements of each Party set forth in this Agreement shall survive indefinitely unless a covenant or agreement, by its nature or as specified herein, has a limited survival period. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties each Party set forth in Sections 2.17 and 2.20 this Agreement shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 expire on or prior to the first anniversary of the Closing Date; provided, thenhowever, notwithstanding anything to the contrary representations and warranties contained in this Section 7.1(b), 8.2(a) shall survive until expiration of the applicable statute of limitations. Neither Party shall have any liability whatsoever with respect to any such representation or warranty unless a Claim Notice is delivered by the other Party prior to the expiration of the survival period applicable to such representation or warranty. (c) For purposes of this Agreement, a “Claim Notice” relating to a particular representation or warranty shall not so expirebe deemed to have been given if any Indemnitee, but rather shall remain acting in full force and effect until good faith, delivers to E▇▇▇▇▇▇ or Sangamo, as applicable, a written notice stating that such time as each and every claim Indemnitee believes that there is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee’s belief that there is or has been fully such a possible Breach, and finally resolved, either by means of (ii) a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in any Schedule shall be deemed to be a representation and warranty made by a court of competent jurisdictionE▇▇▇▇▇▇ in this Agreement.

Survival of Representations and Covenants. (a) Subject to The respective representations and warranties of the provisions of Section 7.1(b)Companies, the representationsCompany Shareholders, warrantiesParent and the Merger Subs contained in this Agreement, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) or in any sale or other disposition of any or all of the Target Shares by Ancillary Agreements, as the Purchaser. (b) The representationscase may be, warranties, covenants and obligations of each party or in any Exhibit or Schedule delivered pursuant hereto or thereto shall survive the Closing to Date, but shall expire on the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections earlier of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing DateDate or the Parent's first public announcement of its earnings following completion by Parent's independent public accountants of the first audit of Parent's financial statements following the Closing Date covering the combined operations of Parent and the Companies, thenexcept that (i) the Companies' and the Company Shareholders' representations and warranties in Sections 4.16, notwithstanding anything 4.17, 4.19 and 9.02 hereof shall expire upon the expiration of all statutes of limitation applicable thereto; and (ii) the Companies' and the Company Shareholders' representations and warranties in Section 4.02, 4.05 and 4.24 hereof, and Parent's and the Merger Subs' representations and warranties in Section 5.02, 5.03, 5.04, 5.06, 5.08 and 5.09 hereof, shall survive indefinitely, and except with respect to, and to the contrary extent of, any claim of which written notice specifying, in reasonable detail, the nature and amount of the claim has been given by one party to the other prior to such expiration. The respective covenants and agreements of the Companies, the Company Shareholders, Parent and the Merger Subs contained in this Section 7.1(b)Agreement or in any Exhibit or Schedule attached hereto (including, such representation or warranty without limitation, the respective indemnification obligations of the Company Shareholders and Parent set forth in Sections 11.02(a) and (b) hereof) shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach survive the consummation of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionMergers.