Common use of Survival of Representations and Warranties and Covenants Clause in Contracts

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained set forth in this Agreement and all claims with respect thereto shall survive the execution and delivery of this Agreement and the consummation of the Transactions until the date that is 12 months following the Closing Date, except that: (i) the Fundamental Representations and all claims with respect thereto shall survive until the date that is six years following the Closing Date; (ii) the representations and warranties contained in Section 3.13 (Healthcare Regulatory Compliance) and all claims with respect thereto shall survive the Closing for a period of four years; and (iii) the representations and warranties contained in Section 3.20 (Taxes) and all claims with respect thereto shall survive the Closing until three months following the expiration of the applicable Tax statute of limitations, giving effect to any extensions thereof. (b) All covenants and agreements contained herein to be performed by their terms (i) prior to the Closing shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of date on which the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed Final Purchase Price is determined in accordance with their terms. Notwithstanding Section 2.6 and (ii) on or after the foregoing, if Purchaser provides notice of a claim to Sellers Closing Date shall survive the Closing until fully performed in accordance with the terms specified herein with respect to such covenant or agreement. (c) In the event that notice of any claim for indemnification under this Agreement Article VII has been given, within the applicable survival period, the representations and warranties or covenants or other agreements that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved. Any claim for a breach of a representation or warranty or covenant or other agreement must be delivered prior to the expiration of the applicable survival period term set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as 7.1. The right of a Person to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made any remedy pursuant to Section 5.01this Article VII shall not be affected by any investigation or examination conducted, Section 5.05or any knowledge possessed or acquired (or capable of being possessed or acquired), Section 5.06 and Section 5.07 shall survive until by such Person at any time concerning any circumstance, action, omission or event relating to the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation accuracy or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach performance of any representation, warranty, covenant or agreement contained hereinobligation. Except as may be required by applicable Law in the case of fraud, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect no Indemnified Party shall be required to the subject matter of such claim show reliance on or prior to the date on which the any representation, warranty, covenant certificate or other agreement on which in order for such claim is based ceases Indemnified Party to survive as set forth in this Section 9.01be entitled to indemnification, compensation or reimbursement hereunder.

Survival of Representations and Warranties and Covenants. (a) The representations representations, warranties, covenants and warranties agreements of the Sellers or the Company Parties contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.016.1, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations any and warranties all claims and causes of Purchaser contained in action for indemnification under this Agreement shall survive the Closing until the one-year anniversary Article VI arising out of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation inaccuracy or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement of a Party must be made prior to the termination of the applicable survival period. The Parties agree that all of the representations, warranties, covenants and agreements of the Parties contained hereinin this Agreement and any and all claims and causes of action for indemnification under this Article VI shall survive as follows: (a) The respective representations and warranties of the Parties set forth in Sections 2.1 (Corporate Organization, unless Standing and Power), 2.2 (Consents, Authorization and Enforceability), 2.3 (Title to Assets; Sufficiency of Assets), 4.1 (Organization, Standing and Authority) and 4.2 (Consents and Authorization) shall survive indefinitely; (b) All other representations and warranties of the Parties shall survive for three (3) years; and (c) All covenants, agreements and obligations that do not have a specified term shall survive indefinitely. Notwithstanding the foregoing (i) any obligation to indemnify, defend and hold harmless pursuant to this Section 6.1 shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice of such claim is received by such party describing (stating in reasonable detail the facts and circumstances with respect basis of such claim) to the subject matter of such claim on or prior to the date on which the representation, warranty, Indemnifying Party in accordance with Section 6.3 and (ii) this Section 6.1 shall not limit any covenant or agreement on of the Parties which such claim is based ceases to survive as set forth in this Section 9.01contemplates performance after the Closing. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, right to commence any claim for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely indemnification hereunder with respect to the available coverage under representations and warranties set forth in Article IV or in any certificate delivered hereunder by Sellers shall survive until the date that is twelve (12) months after the Closing Date. The representations and warranties set forth in Article V shall not survive beyond the Closing and there shall be no liability in respect thereof, whether such policyliability has accrued prior to or after Closing; provided, however, provided that (A) the Seller Indemnified Parties shall have a right to commence any claim for indemnification hereunder with respect to the representations and warranties made pursuant set forth in Article V, or in any certificate delivered hereunder by Purchaser with respect to Section 3.01such representations and warranties, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (from the “Surviving Representations”) shall survive Closing Date until the fifth anniversary latest of (i) the Closing fifteenth (15th) trading day after Registrable Securities (as defined in the Registration Rights Agreement) are first subject to an effective registration statement filed by Purchaser with the SEC and (Bii) if a Blackout Period (as defined in the Registration Rights Agreement) occurs during such fifteen (15) day period, the trading day immediately after the last day of such Blackout Period. Notwithstanding the foregoing sentences, the right to commence any claim with respect to the representations and warranties contained in Section 4.13 shall 4.1 (Organization and Good Standing), Section 4.2(a) and (b) (Trayport Entities and Subsidiaries), Section 4.3(a) and (b) (Title), Section 4.4 (Authorization), Section 4.7(a) (Transactions with Affiliates) and Section 4.12 (No Brokers or Finders) (as the same may be confirmed or repeated in any certificate delivered hereunder) (the “Seller Fundamental Representations”) and the representations and warranties contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization) and Section 5.12 (No Brokers or Finders) (as the same may be confirmed or repeated in any certificate delivered hereunder) (the “Purchaser Fundamental Representations”) and any claim based on fraud will survive indefinitely; provided, further that the right to commence any claim with respect to the representations and warranties contained in Section 4.18 (Taxes) will survive until the third anniversary date that is thirty (30) days following the expiration of the Closing. Other applicable statute of limitations. (b) The covenants and agreements of that contemplate actions (or inaction) to be taken (or not taken) after the Sellers contained herein Closing shall survive until performed in accordance with their terms. Notwithstanding The covenants and agreements that contemplate action (or inaction) to be taken (or not taken) between the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations date hereof and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of date that is twelve (12) months after the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their termsDate. (c) Except Notwithstanding Section 10.1(a) and Section 10.1(b), in the event written notice of any bona fide claim for indemnification under Section 10.2(a), Section 10.2(b), Section 10.3(a) or Section 10.3(b) shall have been given in accordance herewith within the applicable survival period setting forth in reasonable detail the legal and factual basis for such claim (in light of the facts then known), the indemnification claim shall survive until such time as such claim is fully and finally resolved. Neither Purchaser nor Sellers shall have any liability pursuant to this Agreement with respect to claims for any indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for a breach of any representation, warranty, covenant or agreement contained herein, unless written notice of first asserted after the survival period specified for such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive in Section 10.1(a) or Section 10.1(b), as set forth in this Section 9.01applicable.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Except as otherwise provided in Section 8.6, the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely right to commence any claim with respect to the available coverage under such policyrepresentations and warranties set forth herein shall survive until the date that is twelve (12) months after the Closing Date; provided, however, provided that (A) the right to commence any claim with respect to the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to (i) Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall 4.11 (Employee Benefit Plans) will survive until the expiration of the applicable statutes statute of limitations. limitations and (ii) Section 4.1(a) (Organization and Good Standing), Sections 4.2(a) and (b) (Acquired Subsidiaries), Section 4.3 (Authorization; Binding Obligations), Section 4.8 (Transactions with Affiliates), Section 4.10(a) and (b) (Title), Section 5.1 (Organization and Good Standing) and Section 5.3 (Authorization; Binding Obligations) will survive indefinitely. (b) The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and that contemplate actions to be taken or not taken or obligations in effect after the Company contained herein Closing shall survive until performed in accordance with their terms. This Section 10.1 shall not limit any covenant or agreement of the parties contained in this Agreement which by its terms contemplates performance after the Closing, and shall not extend the applicability of any covenant or agreement of the parties contained in this Agreement which by its terms relates only to a period between the date hereof and the Closing, except that the right to commence any claim with respect to any such covenant or agreement which by its terms relates only to a period between the date hereof and the Closing shall survive until the date that is twelve (12) months after the Closing Date. (c) Except Notwithstanding Section 10.1(a) and Section 10.1(b), in the event written notice of any bona fide claim for indemnification under Section 10.2(a), Section 10.2(b), Section 10.3(a) or Section 10.3(b) shall have been given in accordance herewith within the applicable survival period setting forth in reasonable detail the legal and factual basis for such claim, the indemnification claim shall survive until such time as such claim is fully and finally resolved. Neither Purchaser nor Sellers shall have any liability pursuant to this Agreement with respect to claims for any claim first asserted in connection with any indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for a breach of any representation, warranty, covenant or agreement contained herein, unless written notice of asserted after the survival period specified for such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive in Section 8.6, Section 10.1(a) or Section 10.1(b), as set forth in this Section 9.01applicable.

Survival of Representations and Warranties and Covenants. (ai) The All of the representations and warranties of the Sellers or the Company Target contained in this Agreement Section 4 (other than the Fundamental Representations and the Statutory Representations) shall survive the Closing until and shall continue in full force and effect for a period of eighteen (18) months after the eighteen month anniversary thereof; provided, that, for purposes Closing Date. All of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(acontained in Sections 4(n)(ii)-(viii) (Intellectual Property) and Section 4.25 4(k) (Legal Compliance) (the “Surviving Statutory Representations”) shall survive until the fifth anniversary of the Closing and shall continue in full force and effect for a period of four (B4) years after the Closing Date. All of the representations and warranties contained in Section 4.13 3 and Section 4(a) (Organization), Section 4(b) (Authorization), Section 4(c) (Capitalization), Section 4(d) (Non-contravention), Section 4(e) (Brokers’ Fees), Section 4(f)(i) (Title to Tangible Assets), Section 4(n)(i) (Title to Intangible Assets), Section 4(l) (Tax Matters), Section 4(r) (Employee Benefits), and Section 4(t) (Environmental, Health, and Safety Matters) (collectively, the “Fundamental Representations”) shall survive the Closing and shall continue in full force and effect until the third anniversary sixtieth (60th) day after the expiration of the Closing. Other longest applicable statute of limitations. (ii) Each of the covenants and other agreements of the Sellers contained herein a Party shall survive until performed in accordance with their termsits express terms or in the absence of such terms until the expiration of the applicable statute of limitations with respect to such covenant or agreement. Notwithstanding For the avoidance of doubt and without limiting the foregoing, if Purchaser provides notice Buyer’s right to indemnification pursuant to Section 6(b)(ii)(G) below shall survive perpetually. (iii) Neither Buyer nor Sellers shall have any liability whatsoever with respect to any breach of or inaccuracy in any representation and warranty or any breach of covenant, as the case may be, unless a claim to Sellers in accordance with the terms of this Agreement is made hereunder prior to the expiration of the applicable survival period set forth for such representation and warranty or covenant, in this Section 9.01which case such representation and warranty or covenant, then the applicable representations and warranties, covenants and/or agreements (as the case may be) , shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closingresolved; provided, however, provided that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 foregoing shall survive until not apply in the expiration case of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their termsfraud or intentional misrepresentation. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. (a) The If the Merger is consummated, the representations and warranties of the Sellers or the Company contained in this Agreement or in the Officer’s Certificate shall survive the Closing until and remain in full force and effect for a period of fifteen (15) months after the eighteen month anniversary thereofClosing Date and then shall terminate (the “General Escrow Release Date”); provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, provided that (A) the representations and warranties made pursuant to Section 3.01contained in Sections 2.1, Section 3.022.2, Section 3.04, Section 3.06, Section 4.01(a2.3(a) through (c), Section 4.022.3(g), Section 4.03(a) 2.4(a), 2.15 and Section 4.25 2.18 (the “Surviving Specified Representations”) shall survive the Closing and remain in full force and effect indefinitely or until the latest date permitted by law; provided further that the representations and warranties contained in Section 2.14 shall survive the Closing and remain in full force and effect until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 Date but, for further clarity, shall survive until the third anniversary not be considered Specified Representations. The covenants of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith (including the covenants set forth in Article IV and Article V) shall survive the Closing until indefinitely or for the one-year anniversary of the Closing; providedshorter period explicitly specified therein, howeverexcept that for such covenants and agreements that survive for such shorter period, that the representations breaches thereof and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 claims relating thereto shall survive until the expiration of the applicable statutes statute of limitationslimitations period. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon Notwithstanding the Closingpreceding sentences, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained hereinand any claim in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, unless written if notice of the inaccuracy or breach thereof or claim giving rise to such claim is received right of indemnity shall have been given by such party describing in reasonable detail the facts and circumstances with respect any Indemnified Person to the subject matter of party against whom such claim on or indemnity may be sought prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01time.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until execution and delivery of this Agreement and the eighteen month anniversary thereof; provided, that, for purposes closing and the consummation of the R&W Insurance Policy, such representations transactions contemplated hereby (and warranties shall survive any examination or investigation by or on behalf of any party hereto) for a period of 12 months from the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 Closing Date (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms"Cut-Off Date"). Notwithstanding the foregoing, if Purchaser provides notice (i) any obligation in respect of a claim for indemnity as a result of a breach of any representation or warranty of any party that is asserted in writing with reasonable specificity as to Sellers in accordance with the terms nature and, if then reasonably determinable, amount of this Agreement the claim prior to the Cut-Off Date or the applicable Tax Claims Date, in each case as applicable, shall survive past such date until finally resolved or settled, (ii) any obligation in respect of a claim by a party for indemnity arising from or related to a breach of the representations and warranties set forth in Section 2.14 (Taxes) shall survive until 30 days following the expiration of the applicable survival period statute of limitations (the "Tax Claims" and such date, the "Tax Claims Date"); and (iii) any obligation in respect of a claim by a party for indemnity arising from or related to a breach of the representations and warranties set forth in this Section 9.01Sections 2.1 (Organization), then 2.2 (Authority), 2.15 (Brokers), 2.16 (Purchased Assets), 2.29 (Investment Representations), 3.1 (Organization), 3.2 (Authorization), 3.5 (Issuance of Securities), 3.10 (Brokers) or 3.13 (Buyer Acknowledgement), a breach of a covenant set forth in ARTICLE IV, a claim arising from or related to fraud or willful misrepresentation on the applicable representations and warrantiespart of the other party, covenants and/or agreements (as or a claim by Buyer with respect to the case may be) Excluded Assets or Excluded Liabilities, or by Seller with respect to the Assumed Liabilities, shall survive as to such claim only until such claim has been finally resolved or adjudicatedindefinitely (collectively, the "Indefinite Claims"). (b) The representations and warranties of Purchaser contained No Action may be commenced with respect to any representation or warranty, or covenant hereunder, or in this Agreement any writing delivered pursuant hereto, unless written notice, setting forth in reasonable detail the claimed breach thereof, shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made be delivered pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until 8.6 to the expiration party or parties against whom liability for the claimed breach is charged on or before the termination of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced survival period specified in Section 9.02(i7.1(a) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any such representation, warranty, covenant or agreement contained hereinagreement; provided, unless written notice of such claim is received by such party describing in reasonable detail that the facts and circumstances with respect foregoing shall not apply to the subject matter of such claim on or prior an Action related to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01any Indefinite Claim.

Survival of Representations and Warranties and Covenants. (a) The Each representation and warranty of Seller contained in Section 3.1(a), (b) and (e) and Sections 4.1, 4.2, 4.5 and 4.17(a) and each representation and warranty of Cardinal contained in Section 3.2(a) and (b), and any certificate related to such representations and warranties, will survive the Closing and will continue in full force and effect forever. Other than claims for actual (but not constructive) fraud, each of the other representations and warranties of the Sellers or the Company Seller contained in this Agreement shall Section 3.1 and ARTICLE 4, and each of the other representations and warranties of Cardinal contained in Section 3.2, and any certificate related to such representations and warranties, will survive the Closing until the eighteen month anniversary thereof; providedand continue in full force and effect for 18 months thereafter, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) except the representations and warranties made pursuant to Section 3.01set forth in Sections 4.11, Section 3.02and 4.19, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall which will survive until the fifth anniversary of the Closing and (B) the representations continue in full force and warranties in Section 4.13 shall survive effect until the third anniversary applicable statute of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicatedlimitations expires. (b) The Each representation and warranty of Buyer contained in Section 3.3(a) and (b), and any certificate related to such representations and warranties will survive the Closing and will continue in full force and effect forever. Other than claims for actual (but not constructive) fraud, each of the other representations and warranties of Purchaser Buyer contained in this Agreement shall Section 3.3, and any certificate related to such representations and warranties, will survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 continue in full force and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their termseffect for 18 months thereafter. (c) Except The right to indemnification, reimbursement or other remedy hereunder shall not be affected by (i) any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to claims for indemnification the accuracy or inaccuracy of or compliance with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained hereinobligation or any Excluded Liability, unless written notice Excluded Asset or Excluded Contract or (ii) any supplement to any disclosure schedule. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon such claim is received by such party describing in reasonable detail representations, warranties, covenants and obligations. (d) Notwithstanding the facts and circumstances with respect to the subject matter of such claim foregoing, if, on or prior to the date on which Closing Date, Buyer believes that it is entitled to assert Indemnification Claims for matters involving Damages (other than for willful breach) in excess of 5% of the representationClosing Payment, warrantyit shall promptly, covenant or agreement on which but in any event prior to the Closing, provide Seller with a certificate, executed by an officer of Buyer that (i) sets forth a description of all such claim matters and Buyer’s estimate of applicable Damages, if ascertainable, and (ii) certifies that, to Buyer’s Knowledge, Buyer is based ceases not entitled to survive assert as of the Closing Date any Indemnification Claims other than those set forth therein. Notwithstanding the foregoing, any amount set forth in any such notice shall solely be applicable to the condition to the Closing set forth in Section 7.3(d), and shall in no way limit Buyer’s ability to make a claim for a different amount of Damages with respect to the Indemnification Claims described by it pursuant to this Section 9.019.1(d), or for other Indemnification Claims of which it becomes aware, following the Closing. (e) Nothing contained in this Section 9.1 shall limit Buyer’s right to indemnity pursuant to Sections 9.2(b), (c), (d), (e), (f), (g), or (h).

Survival of Representations and Warranties and Covenants. (a) The representations representations, warranties and warranties covenants of the Sellers or the Company Parties contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect this Section 8.1, and any and all claims and causes of action for indemnification under this Article VIII arising out of the inaccuracy or breach of any representation, warranty or covenant of a Party must be made prior to the available coverage termination of the applicable survival period. The Parties agree that all of the representations, warranties and covenants of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under such policy; provided, however, that (A) the this Article VIII shall survive as follows: Section 8.1.1 The respective representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(aof the Parties set forth in Sections 3.1 (Authority and Binding Effect), 3.2 (Organization), 3.8.1 (Title to Assets), 3.13 (Environmental Matters), 3.23 (Brokers), 4.1 (Authority and Binding Effect), 4.2 (Organization), and 4.6 (Brokers) shall survive the Closing indefinitely; Section 4.028.1.2 The representations and warranties of Seller set forth in Sections 3.11 (Compliance With Laws), Section 4.03(a3.15 (Intellectual Property), 3.16 (Tax Matters), 3.17 (Employee Benefit Plans) and Section 4.25 3.20 (the “Surviving Representations”Labor and Employment) shall survive until sixty (60) days after the fifth expiration of the applicable statute of limitations; Section 8.1.3 All other representations and warranties of the Parties shall survive until the eighteenth month (18th) anniversary of the Closing Date; and Section 8.1.4 All covenants, agreements and (B) the representations and warranties in Section 4.13 obligations shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their termsindefinitely. Notwithstanding the foregoingforegoing (a) any obligation to indemnify, if Purchaser provides notice of a claim defend and hold harmless pursuant to Sellers in accordance Section 8.2 shall not terminate with respect to any item as to which the terms of this Agreement prior to Indemnified Party shall have, before the expiration of the applicable survival period set forth in this Section 9.01period, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such previously made a claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless delivering a written notice of such claim is received by such party describing (stating in reasonable detail the facts and circumstances with respect basis of such claim) to the subject matter of such claim on or prior to the date on which the representation, warranty, Indemnifying Party in accordance with Section 8.6 and (b) this Section 8.1 shall not limit any covenant or agreement on of the Parties which such claim is based ceases to survive as set forth in this Section 9.01contemplates performance after the Closing.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing execution and delivery of this Agreement and the closing and the consummation of the transactions contemplated hereby (and any examination or investigation by or on behalf of any party hereto) until the eighteen month anniversary thereof; provided, that, for purposes of date that is twenty four (24) months from the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 Closing Date (the “Surviving RepresentationsCut-Off Date”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms). Notwithstanding the foregoing, if Purchaser provides notice (i) any obligation in respect of a claim for indemnity as a result of a breach of any representation or warranty of any party that is asserted in writing with reasonable specificity as to Sellers in accordance with the terms nature and, if then determinable, amount of this Agreement the claim prior to the expiration of Cut-Off Date, the IP Claim Date or the applicable survival period set forth Statute of Limitations Date, in this each case as applicable, shall survive past such date until finally resolved or settled, (ii) any obligation in respect of a claim by a party for indemnity as a result of a breach of a representation or warranty arising or resulting from a breach of Section 9.01, then 2.5 (the applicable representations and warranties, covenants and/or agreements (as the case may be“IP Claim”) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties for a period of Purchaser contained in this Agreement shall survive 48 months from the Closing until Date (the one-year anniversary “IP Claim Date”); (iii) any obligation in respect of the Closing; provideda claim by a party for indemnity as a result of a breach of a representation or warranty arising or resulting from a breach of Sections 2.7, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 2.13 or 2.17(c) shall survive until the expiration of the applicable statutes statute of limitations. The covenants limitations (collectively, the “Statute of Purchaser Limitation Claims” and each such date, the applicable “Statute of Limitations Date”); and (iv) any obligation in respect of a claim by a party for indemnity as a result of a breach of Sections 2.15, 2.26, 2.27, or 2.28, a breach of a covenant contained in this Agreement that are to be performed prior to Closing shall terminate upon Article 5, a claim arising or resulting from actual fraud or willful misrepresentation on the Closing, and part of the other covenants and agreements of Purchaser and party, or a claim with respect to the Company contained herein Excluded Assets or Excluded Liabilities shall survive until performed in accordance with their termsindefinitely (collectively, the “Indefinite Claims”). (cb) Except No Action may be commenced with respect to claims for indemnification with respect to breaches of any representation or warranty referenced warranty, or covenant hereunder, or in any writing delivered pursuant hereto, unless written notice, setting forth in reasonable detail the claimed breach thereof, shall be delivered pursuant to Section 8.7 to the party or parties against whom liability for the claimed breach is charged on or before the termination of the survival period specified in Section 9.02(i7.1(a) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any such representation, warranty, covenant or agreement contained hereinagreement; provided, unless written notice of such claim is received by such party describing in reasonable detail that the facts and circumstances with respect foregoing shall not apply to an Action solely related to the subject matter of such claim on Excluded Assets or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01Excluded Liabilities.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company Seller contained in this Agreement or in the certificate delivered pursuant to Section 8.1(d) (the “Seller Representations”) shall survive the Closing and continue in full force and effect until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policySurvival Date; provided, however, that (Ai) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a5.1 (Organization and Good Standing), Section 4.025.2 (Authorization of Agreement), Section 4.03(a5.4 (Purchased Subsidiaries; Capitalization), Section 5.5 (Ownership and Transfer of Purchased Assets), Section 5.19 (Financial Advisors) (collectively, the “Seller Fundamental Representations”) and the representations and warranties made pursuant to Section 5.9 (Taxes) and Section 4.25 5.14 (Employee Benefits Plans) shall in each case survive until sixty (60) days following the “Surviving Representations”expiration of the applicable statutory period of limitation (including all periods of extension, whether automatic or permissive), (ii) the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property) and Section 5.18 (Environmental Matters) shall survive until the fifth third (3rd) anniversary of the Closing Date and (Biii) the representations and warranties in made pursuant to Section 4.13 5.12 (Intellectual Property) other than Section 5.12(c) shall survive until the third second (2nd) anniversary of the ClosingClosing Date. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides Written notice of a claim for indemnification must be given by Purchaser to Sellers Seller in accordance with the terms of this Agreement provisions hereof prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the in which case may be) such claim shall survive as to such claim only until such claim has been finally resolved or adjudicatedjudicially determined. Any claim for indemnification as a result of a breach of a representation and warranty by Seller for which notice is not delivered to Seller on or prior to the expiration of the applicable representation and warranty will be irrevocably and unconditionally released and waived. (b) The representations and warranties of Purchaser contained in this Agreement or in the certificate delivered pursuant to Section 8.2(c) (the “Purchaser Representations”) shall survive the Closing and continue in full force and effect until the one-year anniversary of the ClosingSurvival Date; provided, however, that the representations and warranties made pursuant to of Purchaser set forth 83 in Section 5.016.1 (Organization and Good Standing), Section 5.05, Section 5.06 6.2 (Authorization of Agreement) and Section 5.07 6.6 (Financial Advisors) shall survive until indefinitely (all of such representations and warranties, the “Purchaser Fundamental Representations”). Indemnification claims may be asserted with respect thereto to the extent permitted by this Article IX. Written notice of a claim for indemnification must be given by Seller to Purchaser in accordance with the provisions hereof prior to the expiration of the applicable statutes of limitations. The covenants of Purchaser contained representations and warranties, in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein which case such claim shall survive until performed in accordance with their termsfinally resolved or judicially determined. Any claim for indemnification as a result of a breach of a representation and warranty by Purchaser for which notice is not delivered to Purchaser on or prior to the expiration of the applicable representation and warranty will be irrevocably and unconditionally released and waived. (c) All of the covenants or other agreements of the Parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent only that noncompliance with such covenants or agreements is waived in writing by the Party entitled to such performance. Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are as may governed by the terms of the R&W Insurance PolicyArticle X, no claim for indemnification a breach of a covenant or other agreement set forth in this Agreement that (i) by its nature is required to be performed by or prior to Closing (the “Pre-Closing Covenants”) may be asserted against made or brought by any party for breach Party after the eighteen (18) month anniversary of the Closing Date and (ii) by its nature is required to be performed after Closing (the “Post-Closing Covenants”) may be made or brought by any representationParty after the eighteen (18) month anniversary of the last date on which each such Post-Closing Covenant was required to be performed in accordance with its terms (in each case, warrantya “Survival Period”); provided, covenant or agreement contained hereinhowever, unless written notice of such claim is received by such party describing in reasonable detail the facts that any obligation to indemnify and circumstances hold harmless shall not terminate with respect to any Losses to which the subject matter Person to be indemnified shall have given notice in writing setting forth the specific claim and the basis therefor to the indemnifying party in accordance with Section 9.4 before the termination of such the applicable Survival Period. Any claim for indemnification as a result of a breach of a covenant not made by a Party on or prior to the date on which termination of the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01applicable Survival Period will be irrevocably and unconditionally released and waived.

Survival of Representations and Warranties and Covenants. (a) The Except as otherwise set forth in Section 9.6(h), the respective representations and warranties of Parent and the Sellers or the Company Buyer contained in this Agreement Article III and Article IV (except for the representations and warranties set forth in Sections 3.1 (other than 3.1(d)(iii), 3.1(d)(v) or (3.1(e)) and 4.1 (Existence and Power; Non-Contravention), Sections 3.2 and 4.2 (Valid and Enforceable Agreement; Authorization), Section 3.3 (other than Section 3.3(e)) (Capitalization and Ownership), Section 3.7 (Taxes) and Section 3.27 (Brokers, Finders) (the “Fundamental Representations”)) shall not survive the Closing. The Fundamental Representations shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes expiration of the R&W Insurance Policyapplicable statute of limitations (including any extensions thereof). The certificates delivered pursuant to Sections 7.1 and 8.1 shall be deemed to be additional representations and warranties, such and shall expire in the same manner as the respective underlying representations and warranties in Article III and Article IV expire and shall otherwise be subject to the same terms, conditions and limitations as the respective underlying representations and warranties in Article III and Article IV are subject, all as provided in this Article IX. (b) All covenants and agreements contained herein which by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate. (c) Any claim for the applicable survival period set forth in such policy solely indemnity under this Agreement with respect to any breach of representations, warranties, covenants or agreements not made within the available coverage under periods specified in Section 9.5(a), Section 9.5(b), Section 9.6(h) and Section 9.7 shall be deemed time-barred, and no such policyclaim shall be made after the periods specified in Section 9.5(a), Section 9.5(b), Section 9.6(h) and Section 9.7; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides written notice of a claim for indemnification under Section 9.1 or Section 9.2 shall have been provided to Sellers in accordance with Parent or the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01Buyer, then the applicable representations and warranties, covenants and/or agreements (as the case may be) , within the applicable survival period and in good faith, then any representations, warranties, covenants or agreements that are the subject of such indemnification claim that would otherwise terminate as set forth above shall survive as to such claim, and that claim only only, until such time as such claim has been is fully and finally resolved resolved. Notwithstanding anything herein to the contrary, any claim for fraud, willful misrepresentation or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 willful misconduct shall survive until the expiration of the applicable statutes statute of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. Subject to the limitations and other provisions of this Agreement, (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a(other than the Company Fundamental Reps and Seller Fundamental Reps) and Section 4.25 Pre-Closing Covenants of the Parties contained herein and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the date that is fifteen (15) months after the Closing Date, (b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Surviving RepresentationsPost-Closing Covenants”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their respective terms. Notwithstanding the foregoingforegoing or anything to the contrary in this Agreement, (x) if Purchaser provides written notice of a claim to Sellers has been given in accordance with the terms of manner required by this Agreement Article XI prior to the expiration of the applicable survival period set forth in this Section 9.01representations, warranties or covenants by the party seeking indemnification for such claim, then the relevant representations, warranties and covenants of the applicable representations and warranties, covenants and/or agreements (as the case may be) party shall survive solely as to such claim only until such claim has been finally resolved pursuant to this Article XI and (y) none of the survival periods, termination dates or adjudicated. (b) The representations and warranties of Purchaser limitations contained in this Agreement Article XI shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant apply to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are any claims relating to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their termsFraud. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of (other than the Sellers or Fundamental Representations and the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(aStatutory Representation) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers parties contained herein in this Agreement, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect until [REDACTED]*; provided, that those covenants and agreements that by their terms are to be performed in accordance whole or in part subsequent to the Closing shall remain in full force until such particular covenant or agreement is fully performed as provided in this Agreement. The Fundamental Representations, and the rights of indemnification in respect thereof, shall survive the Closing and continue in effect [REDACTED]*. The Statutory Representation, and the rights of indemnification in respect thereof, shall survive the Closing and continue in effect until [REDACTED]* with their termsrespect to the subject matter thereof. Notwithstanding The agreement of the foregoingHolders to provide indemnification pursuant to Section 12.2(b) shall continue until [REDACTED]* with respect to the Taxes that are covered by Section 12.2(b). The agreement of the Holders to provide indemnification pursuant to Section 12.2(c) shall continue until [REDACTED]* applicable to the subject matter of such indemnification provision. The period for which a representation or warranty, if Purchaser provides notice of a claim to Sellers covenant or agreement contained in accordance with the terms of this Agreement prior survives the Closing is referred to herein as the “Survival Period.” Notwithstanding anything herein to the contrary, after the expiration of the Survival Period applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of the parties set forth in this Agreement: (A) such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which shall be of no further force or effect; and (B) no Indemnified Party shall be entitled to any indemnification rights arising from a breach of such claim is based ceases representation, warranty, covenant or agreement except to survive as set forth in the extent that such Indemnified Party has given written notice thereof to the Indemnifying Party during the Survival Period pursuant to the applicable provisions of this Section 9.01Article XII.

Survival of Representations and Warranties and Covenants. (a) The All representations and warranties of that are covered by the Sellers or the Company contained indemnification agreements in this Agreement Section 8.1(a) and Section 8.2(a) shall (a) survive the Closing until and (b) shall expire on the date immediately following the date that is eighteen month anniversary thereof; provided(18) months after the Closing Date, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, except that (Ai) the representations and warranties made pursuant to Section 3.01set forth in Sections 2.1, Section 3.022.2, Section 3.042.9, Section 3.063.1, Section 4.01(a)3.2, Section 4.023.3, Section 4.03(a) 4.1, 4.2 and Section 4.25 (the “Surviving Representations”) 4.3 shall survive until the fifth anniversary of the Closing without limitation and (Bii) the representations and warranties set forth in Section 4.13 Sections 3.9 shall survive until 30 days following expiration of all statutes of limitation applicable to the third anniversary matters referred to therein. (b) If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty, then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the Closingmatter covered by such notice. Other covenants and agreements If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Sellers contained herein Indemnified Party, the Indemnified Party shall survive until performed promptly so notify the Indemnifying Party; and if the Indemnified Party has delivered a copy of the Expected Claim Notice to the Indemnifying Party with respect to such Expected Claim Notice. If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in accordance favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party; and if the Indemnified Party has delivered a copy of the Expected Claim Notice to the Escrow Agent and the FTI Shares have been retained in escrow after the Termination Date (as defined in the Restricted Stock Agreements) with their terms. Notwithstanding respect to such Expected Claim Notice, the foregoingIndemnifying Party and the Indemnified Party shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to distribute such retained Escrow Shares (less the number of the FTI Shares as have an aggregate Value equal to the amount of Damages for which the Indemnifying Party is liable under this Article VIII, if Purchaser provides notice of a claim any) to the Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicatedRestricted Stock Agreements. (bc) The representations All covenants and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary agreements of the Closing; provided, however, that the representations and warranties Parties (whether made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained herein or in this Agreement any other Transaction Document) that are to be performed prior to in whole or in part after Closing (including the obligations set forth in this Article VIII) shall terminate upon survive the Closing, continue in effect and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed expire in accordance with their respective terms; provided that if this Agreement or the other applicable Transaction Document does not specify an expiration date for any covenant or agreement, such covenant or agreement shall survive without expiration. (cd) Except The rights to indemnification set forth in this Article VIII shall not be affected by (i) any investigation conducted by or on behalf of an Indemnified Party or any knowledge acquired (or capable of being acquired) by an Indemnified Party, whether before or after the date of this Agreement or the Closing Date (including through supplements to the Disclosure Schedule permitted by Section 5.6, except to the extent specifically provided in Section 5.6), with respect to claims for indemnification the inaccuracy or noncompliance with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice obligation which is the subject of such claim is received indemnification hereunder or (ii) any waiver by such party describing in reasonable detail the facts and circumstances with respect an Indemnified Party of any closing condition relating to the subject matter accuracy of such claim on representations and warranties or prior to the date on which the representation, warranty, covenant performance of or agreement on which such claim is based ceases to survive as set forth in this Section 9.01compliance with agreements and covenants.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until execution and delivery of this Agreement and the eighteen month anniversary thereof; provided, that, for purposes closing and the consummation of the R&W Insurance Policy, such representations transactions contemplated hereby (and warranties shall survive any examination or investigation by or on behalf of any party hereto) for a period of 24 months from the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 Closing Date (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms"Cut-Off Date"). Notwithstanding the foregoing, if Purchaser provides notice (i) any obligation in respect of a claim for indemnity as a result of a breach of any representation or warranty of any party that is asserted in writing with reasonable specificity as to Sellers in accordance with the terms nature and, if then reasonably determinable, amount of this Agreement the claim prior to the expiration of Cut-Off Date, the IP Claim Date or the applicable survival period set forth Statute of Limitations Date, in this each case as applicable, shall survive past such date until finally resolved or settled, (ii) any obligation in respect of a claim by a party for indemnity as a result of a breach of a representation or warranty arising or resulting from a breach of Section 9.01, then 2.6 (the applicable representations and warranties, covenants and/or agreements (as the case may be"IP Claim") shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties for a period of Purchaser contained in this Agreement shall survive 36 months from the Closing until Date (the one-year anniversary "IP Claim Date"); (iii) any obligation in respect of the Closing; provideda claim by a party for indemnity as a result of a breach of a representation or warranty arising or resulting from a breach of Sections 2.8, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 2.14 or 2.18(c) shall survive until the expiration of the applicable statutes statute of limitations. The covenants limitations (collectively, the "Statute of Purchaser Limitation Claims" and each such date, the applicable "Statute of Limitations Date"); and (iv) any obligation in respect of a claim by a party for indemnity as a result of a breach of Sections 2.16 ("Purchased Assets"), 2.25 ("License Agreement"), or 2.27 ("Absence of Certain Business Practices"), a breach of a covenant contained in this Agreement that are to be performed prior to Closing shall terminate upon ARTICLE IV, except as otherwise provided in Section 4.5, a claim arising or resulting from fraud or willful misrepresentation on the Closing, and part of the other covenants and agreements of Purchaser and party, or a claim with respect to the Company contained herein Excluded Assets or Excluded Liabilities shall survive until performed in accordance with their termsindefinitely (collectively, the "Indefinite Claims"). (cb) Except No Action may be commenced with respect to claims for indemnification with respect to breaches of any representation or warranty referenced warranty, or covenant hereunder, or in any writing delivered pursuant hereto, unless written notice, setting forth in reasonable detail the claimed breach thereof, shall be delivered pursuant to Section 7.6 to the party or parties against whom liability for the claimed breach is charged on or before the termination of the survival period specified in Section 9.02(i6.1(a) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any such representation, warranty, covenant or agreement contained hereinagreement; provided, unless written notice of such claim is received by such party describing in reasonable detail that the facts and circumstances with respect foregoing shall not apply to the subject matter of such claim on or prior an Action related to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01any Indefinite Claim.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company and covenants contained in this Agreement shall (i) survive the Initial Closing until and any investigation at any time made by or on behalf of an Indemnified Party and (ii) expire as follows (the eighteen month anniversary thereof; provided, that, for purposes of period through the R&W Insurance Policy, such relevant expiration date being referred to as the “Indemnification Period” in this Agreement): (a) the representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.012.2 [Authorization], Section 3.022.6 [Tax Matters], Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a2.7(a) [Assets] and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement 2.12 [Environmental Matters] shall survive the Initial Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes statute of limitations. The covenants of Purchaser contained limitations (but not any extensions or tolling thereof unless the Seller has consented thereto); (b) all other representations set forth in this Agreement that are to be performed prior to Articles 2, 3 and 4 shall survive the Initial Closing shall terminate upon and expire on the Closing, and 366th day following the Initial Closing Date; and (c) all other covenants and agreements of Purchaser and the Company contained herein parties hereto shall survive until the Initial Closing and expire six months following the Initial Closing Date (other than (i) the indemnification obligations under this Article 8, which shall survive indefinitely, and (ii) covenants and agreements that by their terms apply or are to be performed in accordance with their terms. whole or in part after the Initial Closing Date, which shall survive for the period provided in such covenants and agreements, if any, or until fully performed). If an Indemnified Party delivers to an Indemnifying Party, before expiration of the Indemnification Period, a Claim Notice that the Indemnified Party reasonably expects to incur Damages as a result of a breach of a representation and warranty set forth herein, which notice shall describe such breach and Damages in reasonable detail (c) Except an “Expected Claim Notice”), then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice; provided that the Purchaser is actively pursuing the resolution of such matter. If the legal proceeding with respect to claims for indemnification with respect to breaches of any representation which an Expected Claim Notice has been given is definitively withdrawn or warranty referenced resolved in Section 9.02(i) or Section 9.02(ii) that are governed by the terms favor of the R&W Insurance PolicyIndemnified Party, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to Indemnified Party shall promptly so notify the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01Indemnifying Party.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that herein (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) other than the representations and warranties in Section 4.13 4.13, except Section 4.13(q)), and the right to commence any claim with respect thereto, shall survive until the third fifteen month anniversary of the Closing. Other covenants Closing Date and agreements of shall expire thereafter, and the Sellers contained herein shall survive until performed Parent and its Affiliates right to make any claim for indemnification for any Special Obligation in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in 42 accordance with the terms hereof, shall survive until the twenty-seven month anniversary of this Agreement prior to the expiration Closing Date and shall expire thereafter; provided that in the event written notice of any claim for indemnification under Section 9.2 or Section 8.1 shall have been given in accordance with Section 9.3(b) or Section 8.3 hereof or written notice of the commencement of a Tax audit shall have been given in accordance with Section 8.5(f) hereof within the applicable survival period set forth period, the right to be indemnified with respect to such matter shall survive until such time as such matter is fully and finally resolved. Any investigation or other examination that may have been made or may be made at any time by or on behalf of the party to whom representations and warranties are made shall not limit, diminish or in any way affect or be deemed to modify the representations and warranties in this Section 9.01Agreement, then and the applicable representations parties may rely on the representations, warranties and warrantiescovenants in this Agreement, and any schedule, exhibit or certificate in respect thereof, irrespective of any information obtained by them by any investigation, examination or otherwise, in all cases subject to any and all limitations to which such representations, warranties and covenants and/or agreements (as are subject pursuant to this Agreement, including the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicatedDisclosure Letter. (b) The representations and warranties Any covenant or agreement of Purchaser the parties contained in this Agreement which by its terms contemplates performance after the Closing shall survive the Closing until the one-year anniversary of the Closingin accordance with its terms; provided, however, that the representations and warranties made pursuant this provision is not intended to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed release any party from liability for any breach occurring prior to the Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail that does not survive the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01Closing.

Survival of Representations and Warranties and Covenants. (a) 9.4.1 The representations and warranties of the Purchaser and Sellers or the Company and Invensys contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, solely for purposes of the R&W Insurance Policy, Article 9 and such representations and warranties shall survive for terminate at the applicable survival period set forth in such policy solely with respect to close of business on the available coverage under such policydate that is twenty-one (21) months after the Closing Date; provided, however, that that (Ai) the representations and warranties made pursuant to contained in Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) 4.7 shall survive until the fifth anniversary of the Closing and remain in effect indefinitely, (Bii) the representations and warranties contained in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement 4.11 shall survive the Closing until the one-year anniversary expiration of six (6) months following the Closing; providedlast day on which any Tax may be validly assessed with due regard to any extension of time for assessment by the IRS or any other Governmental Body against any Company, howeverany Subsidiary, that or any of their respective assets, (iii) the representations and warranties made pursuant to contained in Section 5.01, Section 5.05, Section 5.06 and Section 5.07 4.16 shall survive the Closing and any investigation by the parties with respect thereto until the expiration of the applicable statutes statute of limitations. The covenants limitations (including extensions thereof) and (iv) the survival of Purchaser the representations and warranties contained in this Agreement that are to Section 4.20 shall be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims governed by Section 9.4.3 below. Any claim for indemnification with respect to breaches any of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed such matters which is not asserted by the terms notice given as herein provided relating thereto within such specified period of the R&W Insurance Policy, no survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification may of a Loss asserted within such period of survival as herein provided will be asserted against any party timely made for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim purposes hereof. 9.4.2 Unless a specified period is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Agreement (in which event such specified period will control), the covenants in this Agreement will survive the Closing and remain in effect indefinitely. 9.4.3 Any claim for indemnification under Section 9.019.1.1.3 with respect to Losses attributable to Pre-Closing Environmental Liabilities or for a breach of Section 4.20 which is not asserted by notice given as herein provided within seven (7) years of the Closing Date may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof. 9.4.4 Any claim for indemnification under Section 9.1.1.4 with respect to Losses attributable to Predecessor Environmental Liabilities which is not asserted by notice given as herein provided within eight (8) years of the Closing Date may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof.

Survival of Representations and Warranties and Covenants. (a) The All representations and warranties contained in this Agreement, any Ancillary Agreement or in any certificate, instrument or other document delivered pursuant to this Agreement or Ancillary Agreement shall survive the Closing, irrespective of any facts known to any Indemnified Party at or prior to the Closing or any investigation at any time made by or on behalf of any Indemnified Party, for a period of thirty (30) months following the Closing Date; provided, however, that: (i) the representations and warranties set forth in Section 5.9 (solely the second sentence), Section 5.10 (solely sub-paragraphs (c), (d), (e) and (f)), Section 5.11 and Section 5.15 shall survive until one hundred and twenty (120) days following the expiration of the Sellers or statute of limitations applicable to the Company contained underlying matters covered by such provisions; (ii) the representations and warranties set forth in Section 5.18 shall survive until the later of (1) one hundred and twenty (120) days following the expiration of the statute of limitations applicable to the underlying matters covered by such provisions and (2) three (3) years from the Closing Date if there is no statute of limitations applicable to the underlying matters covered by such provisions; and (iii) the representations and warranties set forth in Section 5.1, Section 5.2, Section 5.3 and Section 5.28 shall survive indefinitely. (b) Any indemnification obligations of the Parties with respect to breaches of any covenants of this Agreement shall survive the Closing Date in accordance with their terms (and if such terms do not express any survival period, shall survive until the eighteen month anniversary thereof; provided, that, for purposes expiration of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely statute of limitations with respect to the available coverage relevant matter). (c) All claims for indemnification under such policy; provided, however, that (ASection 11.1(a) the representations and warranties made pursuant to or Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a11.2(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement must be asserted prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing11.5(a); provided, however, that the representations and warranties made pursuant if an Indemnified Party delivers to Section 5.01an Indemnifying Party, Section 5.05, Section 5.06 and Section 5.07 shall survive until the before expiration of the applicable statutes survival period of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon a representation or warranty as set forth Section 11.5(a), a Claim Notice, then the Closing, and the other covenants and agreements of Purchaser and the Company contained herein applicable representation or warranty shall survive until performed in accordance with their terms. (c) Except until, but only for purposes of, the resolution of the matter covered by such notice. If the claim with respect to claims for indemnification with respect to breaches of any representation which such notice has been given is definitively withdrawn or warranty referenced resolved in Section 9.02(i) or Section 9.02(ii) that are governed by the terms favor of the R&W Insurance PolicyIndemnified Party, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to Indemnified Party shall promptly so notify the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01Indemnifying Party.

Survival of Representations and Warranties and Covenants. (a) The All representations and warranties of the Sellers or the Company parties hereto which are contained in this Agreement shall survive or in confirming certificates delivered at the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such (other than those representations and warranties relating to the due authorization, execution and delivery of this Agreement and the Ancillary Agreement and those relating to Seller's title to the Common Stock which is the subject of this Agreement which shall survive for the applicable survival statutory period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(aof limitation), Section 4.02shall remain operative and in full force and effect until June 30, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary 2000, regardless of any investigation made by or on behalf of any of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of parties hereto, following the Closing. Other . (b) All covenants and agreements of the Sellers contained herein shall survive until performed made by Buyer or Seller in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms Article V of this Agreement to be performed after the date hereof will survive the Closing, and will remain in full force and effect thereafter: (i) in the case of all covenants that have specified terms or periods until the later of (x) expiration of the terms or periods respectively specified therein, or (y) June 30, 2000; or (ii) June 30, 2000 for all other covenants. (c) If within the survival periods specified in Sections 13.5(a) and 13.5(b) above, a claim for indemnification shall be made in respect of the breach of any representation, warranty or covenant, the expiration of such period of survival shall not affect the right of indemnified party to indemnification if the party claiming indemnification for such breach shall have delivered to the other party written notice setting forth with reasonable specificity the basis of such claim prior to the expiration of the applicable survival period set forth in such time pursuant to this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated13.5. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. (a) The representations representations, warranties and warranties covenants of the Sellers or the Company Parties contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect this Section 8.1, and any and all claims and causes of action for indemnification under this ARTICLE VIII arising out of the inaccuracy or breach of any representation, warranty or covenant of a Party must be made prior to the available coverage termination of the applicable survival period. The Parties agree that all of the representations, warranties and covenants of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under such policy; provided, however, that this ARTICLE VIII shall survive as follows: (Aa) the The respective representations and warranties made pursuant to of the Parties set forth in Section 3.014.1 (Organization, Section 3.02, Section 3.04, Section 3.06, Section 4.01(aStanding and Power), Section 4.024.2 (Consents, Authorization and Enforceability), Section 4.03(a5.1 (Organization, Standing and Authority) and Section 4.25 5.2 (Consents and Authorization) shall survive indefinitely; (b) All other representations and warranties of the “Surviving Representations”Parties under the Transaction Documents (other than the License Agreement or the Prior License Termination) shall survive until the fifth twenty-three (23) month anniversary of the Closing Date; and (c) All covenants, agreements and obligations under the Transaction Documents (other than the License Agreement or the Prior License Termination) shall survive (i) until the twenty-three (23) month anniversary of the Closing Date to the extent such covenants, agreements and obligations were required to be performed on or prior to the Closing Date (such covenants, agreements and obligations, the “Pre-Closing Covenants”) and (ii) to the extent such covenants, agreements and obligations require performance after the Closing Date (such covenants, agreements and obligations, the “Post-Closing Covenants”) (A) indefinitely if no specific duration of performance is specified in the agreement or (B) the representations and warranties in Section 4.13 shall survive until the third anniversary termination of the Closing. Other covenants and agreements specified period of required performance under the Sellers contained herein shall survive until performed agreement if a specific duration of performance is specified in accordance with their termsthe agreement. Notwithstanding the foregoingforegoing (i) any obligation to indemnify, if Purchaser provides notice of a claim defend and hold harmless pursuant to Sellers in accordance Section 8.2 shall not terminate with respect to any item as to which the terms of this Agreement prior to Indemnified Party shall have, before the expiration of the applicable survival period set forth in this Section 9.01period, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such previously made a claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless delivering a written notice of such claim is received by such party describing (stating in reasonable detail the facts and circumstances with respect basis of such claim) to the subject matter of such claim on or prior to the date on which the representation, warranty, Indemnifying Party in accordance with Section 8.6 and (ii) this Section 8.1 shall not limit any covenant or agreement on of the Parties which such claim is based ceases to survive as contemplates performance after the Closing. The Parties acknowledge and agree that the survival periods and termination dates set forth in this Section 9.01ARTICLE VIII and elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the survival periods and termination dates to be enforced as agreed by the Parties. The Parties further acknowledge that the survival periods and termination dates set forth in this ARTICLE VIII and elsewhere in this Agreement may be shorter than otherwise provided by law and that it is the intention of the parties hereto that the survival periods and termination dates set forth in this ARTICLE VIII and elsewhere in this Agreement supersede any applicable statute of limitations applicable to such representations and warranties.

Survival of Representations and Warranties and Covenants. (a) The Parties agree that the respective representations and warranties of the Sellers or the Company contained Parties in this Agreement and, to the extent related thereto, in any certificate delivered pursuant to this Agreement, and the obligations of the Seller and the Purchaser pursuant to Section 9.02 and Section 9.03, respectively, with respect to such representations and warranties, shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes a period of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that fifteen (A15) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of months after the Closing and (B) Date, except that the representations and warranties in Section 4.13 3.19 (and the portion of any certificate delivered pursuant to this Agreement relating to such representations, as well as the obligations of the Seller pursuant to Section 9.02 related thereto) shall survive the Closing until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to sixty (60) days following the expiration of the applicable survival period set forth statute of limitations relating to the Taxes in question (taking into account any extensions or waivers thereof), and the Fundamental Representations, and the portion of any certificate delivered pursuant to this Section 9.01, then Agreement relating to the applicable Fundamental Representations (other than the representations and warrantieswarranties in Section 3.14(a) which survive the Closing for a 71 period of fifteen (15) months after the Closing Date), covenants and/or agreements (as and the case may be) obligations of the Seller and the Purchaser pursuant to Section 9.02 and Section 9.03, respectively, with respect to the Fundamental Representations, shall survive as to such claim only until such claim has been finally resolved or adjudicatedthe Closing for six (6) years. (b) The representations Parties agree that the respective pre-Closing covenants and warranties agreements of the Seller and the Purchaser contained in this Agreement shall survive the Closing until for twelve (12) months following the oneperiod of time for which such covenants or agreements are required to be performed. Post-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 Closing covenants shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their respective terms. (c) Except with respect to claims for indemnification with respect to breaches of Notwithstanding any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect provision to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth contrary in this Section 9.01, all representations, warranties, covenants, and agreements related to any claim for indemnification asserted within the applicable survival period set forth in Section 9.01(a) or Section 9.01(b) (if any), and the Indemnifying Party’s obligations pursuant to this Article IX with respect to such claim, shall survive until all such claims shall have been finally resolved and payment in respect thereof, if any is required to be made, shall have been made.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained set forth in this Agreement and the right to commence any claim with respect thereto shall survive until the date that is 17 months and 25 days following the Closing until the eighteen month anniversary thereofDate; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, provided that (Ai) the representations and warranties contained in Sections 3.1 (Organization and Good Standing), 3.2(a) and (b) (Transferred Subsidiaries), 3.3 (Authorization), 3.11 (Brokers), 4.1 (Organization and Good Standing), 4.2 (Authorization) and 4.9 (Brokers) shall survive indefinitely and (ii) the right of Seller to commence any claim with respect to the representations and warranties set forth in this Agreement (other than with respect to Sections 4.1 and 4.2), to the extent such claim relates to a claim made by ▇▇▇▇ ▇▇▇▇▇ pursuant to Section 3.01Article X of the Transaction Agreement, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary date that is 18 months and 5 days following the Closing Date; provided, further, however, that in the event written notice of any claim for indemnification under Section 8.2(a) or 8.4(a) shall have been given in accordance herewith within the applicable survival period setting forth in reasonable detail the nature of such claim (including a reasonable specification of the Closing legal and (B) factual basis for such claim), the representations and warranties in Section 4.13 that are the subject of such indemnification claim shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as respect to such claim only until such time as such claim has been is fully and finally resolved or adjudicatedresolved. (b) The representations and warranties This Section 8.1 shall not limit any covenant or agreement of Purchaser the Parties contained in this Agreement which by its terms contemplates performance after the Closing, and shall survive not extend the Closing until the one-year anniversary applicability of any covenant or agreement of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser Parties contained in this Agreement that are which by its terms relates only to be performed prior to Closing shall terminate upon a period between the date hereof and the Closing, and the other covenants and agreements of Purchaser and the Company contained provided that nothing herein shall survive until performed in accordance with their terms. (c) Except restrict a Party's right to commence any claim with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, such covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail following the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01Closing.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; providedas follows: (i) Except as otherwise provided in Section 9.02(a)(ii), that(iii) or (iv), for purposes of the R&W Insurance Policy, such all representations and warranties shall survive for expire on the applicable survival period set forth in such policy solely with respect to first anniversary of the available coverage under such policy; provided, however, that Closing Date. (Aii) Notwithstanding Section 9.02(a)(i) the representations and warranties of Seller and the Stockholder as an Indemnifying Party shall survive the Closing Date until the expiration of any applicable statute of limitations, including extensions thereof, with respect to: (1) the inaccuracy or misrepresentation in or breach of any representation or warranty made pursuant to by Seller or the Stockholder in this Agreement arising out of fraud or willful misconduct; and (2) any inaccuracy or misrepresentation in or breach of any representation or warranty made in Sections 3.15, 3.20 and 3.21 regardless of whether such inaccuracy or misrepresentation or breach arises out of fraud or willful misconduct. (iii) Notwithstanding Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a9.02(a)(i), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 of Buyer and ATC as Indemnifying Parties shall survive the Closing Date until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period statute of limitations, including extensions thereof, with respect to any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer or ATC in this Agreement arising out of fraud or willful misconduct. (iv) Notwithstanding Section 9.02(a)(i), the representations and warranties of Seller and the Stockholder set forth in Sections 3.01, 3.02, 3.04, 3.05, 3.09, 3.12 and 3.14 shall survive without expiration. Any cause of action for breach of a representation or warranty contained herein shall expire and terminate unless the party claiming that such breach occurred delivers to the other party written notice and a reasonably detailed explanation of the alleged breach on or before 5:00 P.M., eastern time, on the date on which such representation or warranty expires pursuant to this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated9.02(a). (b) The representations and warranties of Purchaser covenants contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the without expiration of the applicable statutes of limitations. The covenants of Purchaser contained unless otherwise expressly provided in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their termssuch covenant. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company Parties contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provideddate that is 18 months after the Closing Date, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, except that (Ai) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(acontained in Sections ‎5.1(a), Section 4.025.2, Section 4.03(a) 5.3(a), 5.5, and Section 4.25 5.23 (the “Surviving Seller Fundamental Representations”) and (ii) the representations and warranties contained in Sections 6.1, 6.2 and 6.6 (the “Purchaser Fundamental Representations”) shall survive until 30 days after the fifth anniversary expiration of the Closing applicable statute of limitations and (B) the representations and warranties contained in Section 4.13 5.9 shall survive until 30 days after the third anniversary expiration of the Closingstatute of limitations applicable to the respective Tax assessment under applicable Law. Other All of the covenants and agreements contained in this Agreement that contemplate actions (or inaction) to be taken (or not taken) after the Closing shall survive the consummation of the Sellers contained herein transactions contemplated hereby and shall survive until performed continue in full force and effect after the Closing in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations The covenants and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive that contemplate actions (or inaction) to be taken (or not taken) prior to the Closing until the one-year anniversary of shall not survive the Closing; provided, however, that the representations and warranties made pursuant to indemnification obligations under Section 5.01, Section 5.05, Section 5.06 and Section 5.07 9.2(a)(iii) shall survive until the date that is 18 months after the Closing Date. The indemnification obligations under Section 9.2(a)(v), Section 9.2(a)(vi), Section 9.2(a)(vii) and Section 9.3(a)(iii) shall survive until 30 days after the expiration of the statute of limitations applicable statutes of limitationsto the respective Tax assessment under applicable Law. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein indemnification obligations under Section 9.2(a)(iv) shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by 30 days after the terms expiration of the R&W Insurance Policystatute of limitations applicable to the underlying claim. The indemnification obligations under Section 9.2(a)(viii) shall survive until (i) if a plan of reorganization is confirmed in the Bestwall Case, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice the effective date of such claim plan of reorganization, provided that, on such date, an Assumption Order shall have been entered in the Bestwall Bankruptcy Case and shall have become a Final Order, (ii) if the Bestwall Case is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to dismissed, the date on which the representationdismissal order is entered, warranty(iii) if the Bestwall Case is converted to a chapter 7 liquidation proceeding, covenant or agreement the date on which the trustee in such chapter 7 liquidation proceeding completes the distributions of the property of the estate of Bestwall (each of the dates set forth in clause (i), (ii) or (iii), a “Bankruptcy Conclusion Date”); provided, however, that if the Ground Lease is rejected by the applicable Bankruptcy Conclusion Date, the obligations under Section 9.2(a)(viii) shall survive until the date that is twelve (12) months following such applicable Bankruptcy Conclusion Date. The indemnification obligations under Section 9.3(a)(iv) shall survive until the earlier of the date that any and all obligations of Seller Parent or its Affiliates under (A) the Ground Lease or (B) the guarantee referred to in Schedule 7.21 have terminated. Notwithstanding Section 9.1, in the event a Claim Notice for indemnification under Section 9.2(a) or Section 9.3(a) shall have been given in accordance with Section 9.4 within the applicable survival period, the indemnification claim shall survive until such time as such claim is based ceases to survive as set forth in this Section 9.01fully and finally resolved.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or Company made herein (and the Company contained right to make indemnification claims in this Agreement respect thereof pursuant hereto) shall survive the Closing and continue in effect until the eighteen (18) month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policyClosing Date; provided, however, that (Ai) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(aset forth in Sections 2.3 (Capitalization and Related Matters), Section 4.022.4 (Authorization; Enforceability; Noncontravention), Section 4.03(a2.9(a) (Title) (except to the extent the same relates to title to Intellectual Property) and Section 4.25 2.35 (Brokers, Finders) (collectively, the “Surviving Company Fundamental Representations”), (and the right to make indemnification claims in respect thereof pursuant hereto) shall survive until the fifth anniversary of the Closing in perpetuity and (Bii) the representations and warranties set forth in Section 4.13 2.8 (Taxes) shall survive the Closing and continue in effect until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to thirty (30) days after the expiration of all applicable statutes of limitations with respect to the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements matters addressed therein (as the case may be) shall survive as to such claim only until such claim has been finally resolved including any extensions or adjudicatedtollings thereof). (b) The representations and warranties of Purchaser contained Parent and Acquisition Subsidiary made herein (and the right to make indemnification claims in this Agreement respect thereof pursuant hereto) shall survive the Closing and continue in effect until the one-year eighteen (18) month anniversary of the ClosingClosing Date; provided, however, that the representations and warranties made set forth in Sections 3.1 (Organization; Authorization; No Conflicts), 3.2 (Capitalization) and 3.5 (Brokers; Finders) (collectively, the “Parent Fundamental Representations”) (and the right to make indemnification claims in respect thereof pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 hereto) shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their termsperpetuity. (c) Except The covenants made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. (d) It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 8.1 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 claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may such item shall be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect reduced to the subject matter of such claim on or prior to shortened survival period contemplated hereby. The parties further acknowledge that the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as time periods set forth in this Section 9.018.1 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 agreed by the parties. Notwithstanding the foregoing or anything contained herein to the contrary, this Section 8.1(d) shall not apply to limit any statute of limitations in instances of fraud (it being expressly understood that the Parties do not intend to shorten or otherwise impact any statute of limitations applicable thereto). (e) Any claims under this Agreement with respect to a breach of a representation and warranty or covenant must be asserted by written notice within the applicable survival period contemplated by this Section 8.1, and if such a notice is given, the survival period for such claim shall continue until such claim is fully resolved.

Survival of Representations and Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Effective Time for the applicable respective periods set forth in this Section 11.1 (each a “Survival Period”), and any and all claims and causes of action for indemnification under this ARTICLE XI arising out of the inaccuracy or breach of any representation, warranty or covenant of a Party must be made prior to the termination of the applicable Survival Period. If a notice for indemnification is given, the Survival Period for such claim shall continue until the claim is fully resolved. The Parties agree that all of the representations, warranties and covenants of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this ARTICLE XI shall survive as follows: (a) The all representations and warranties of the Sellers or the Company contained Parties set forth in this Agreement shall survive the Closing until the eighteen month anniversary thereof; providedARTICLE IV (other than Sections 4.3 and 4.8), thatARTICLE V (other than Sections 5.1, for purposes of the R&W Insurance Policy, such representations 5.2 and warranties 5.6) and ARTICLE VI (other than Sections 6.1 and 6.2) shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that twelve (A12) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of months after the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoingDate, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The all representations and warranties of Purchaser contained the Parties set forth in this Agreement shall survive the Closing until the one-year anniversary of the Closing; providedSections 4.3, however5.1, that the representations 5.2, 5.6, 6.1 and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 6.2 shall survive until the expiration of the applicable statutes statute of limitations. The covenants limitations period and the representations and warranties set forth in Section 4.8 shall survive until the earlier of Purchaser contained in this Agreement that are (i) the expiration of the applicable statute of limitations and (ii) five (5) years after the Closing Date; (b) all covenants, agreements and obligations required to be performed prior to Closing at or before the Effective Time shall terminate upon at the ClosingEffective Time, and the other covenants and agreements of Purchaser and the Company contained herein if so performed, otherwise they shall survive until performed in accordance with their terms.performed; (c) Except with respect to claims except as otherwise provided herein, all post-Closing covenants of Purchaser and Seller shall survive until performed; and (d) any claim for indemnification with respect to breaches of or based on any intentional or willful misrepresentation in any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth Seller in this Section 9.01Agreement or any Other Transaction Document or involving fraud or willful misconduct shall survive indefinitely from and after the Effective Time.

Survival of Representations and Warranties and Covenants. (a) Except as set forth in paragraph (b) below, the representations and warranties of the Parent and the Seller and the Purchaser contained in this Agreement will survive the Closing for a period of fifteen (15) months. (i) The representations and warranties contained in Section 3.2, Section 3.4, Section 3.8, Section 3.13, Section 3.26, Section 4.2 and Section 4.4 will survive the Closing until sixty (60) days after the expiration of the Sellers applicable statute of limitations period (after giving effect to any waivers and extensions thereof). (ii) The representations and warranties contained in Section 3.22 and Section 3.23 (with respect to Permits required by Environmental Law) will survive the Closing for a period of ten (10) years. (b) The covenants or the Company agreements contained in this Agreement that by their terms are to be performed solely between the date hereof and the Closing shall not survive the Closing. The covenants or agreements contained in this Agreement that by their terms are to be performed after the Closing until Date shall continue in full force and effect after the eighteen month anniversary thereof; providedClosing in accordance with their respective terms. (c) Any claim in respect of which payments may be sought under Article IX of this Agreement (each, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely an “Indemnification Claim”) with respect to the available coverage under such policy; providedbreach of any representation, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties warranty or covenant set forth in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement is required to be made by an Indemnified Party on or prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations9.1(a). The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party No Certificate for breach of any representationsuch representations, warrantywarranties, covenant covenants or agreement contained hereinagreements of the Parties may be brought by a Party, and no action with respect thereto may be commenced by a Party, following the applicable survival date, and any such claims shall be irrevocably and unconditionally released and waived by such Party and no Party shall have any liability or obligation with respect thereto, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances Indemnified Party gave a Certificate to the Indemnifying Party with respect to the subject matter of such claim on or prior to before such applicable survival date, in which case the date on which right of the representation, warranty, covenant or agreement on which Party providing such claim Certificate shall not expire until the dispute is based ceases to survive as set forth in resolved under the terms of this Section 9.01Agreement.

Survival of Representations and Warranties and Covenants. (a) The representations All representations, warranties, agreements and warranties of the Sellers covenants made by Target herein, or the Company contained in this Agreement any certificate, schedule or exhibit delivered pursuant hereto, shall survive the execution and delivery of this Agreement and the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and date that is twelve (B12) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the months following Closing; provided, however, that any claims for indemnification involving (i) the Specified Matters or breach of the representations and warranties made pursuant to contained in Section 5.013.9 (Intellectual Property) (the “IP Representations”), Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration date that is twenty-four (24) months following Closing, (ii) any breach of any of the applicable statutes of limitations. The covenants of Purchaser representations and warranties contained in this Agreement Section 3.2 (Authority), Section 3.5 (Capital Structure), and Section 3.21 (Taxes) (collectively, the “Specified Representations”) and the matters set forth in Sections 9.2(a)(iv), (v) and (viii) shall survive until the date that are to be performed prior to Closing shall terminate upon is thirty-six (36) months following the Closing, and the other covenants and agreements of Purchaser and the Company contained herein (iii) Fraud shall survive until performed the date that is sixty (60) months following the Closing and, in each case of (i), (ii) and (iii), shall also survive thereafter until resolved if a claim in respect thereof has been made prior to the applicable survival date with respect to such matters. If a claim has been asserted by Acquiror prior to the termination of the applicable survival date, the representation or warranty relating to such claim shall survive solely with respect to such claim until such claim is finally determined in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) this Agreement. The parties acknowledge that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as time periods set forth in this Section 9.019 and elsewhere in this Agreement for the assertion of claims and notices 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 agreed hereunder by the parties. The parties further acknowledge that the time periods set forth in this Section 9 and elsewhere in the Agreement may be shorter than otherwise provided by law.

Survival of Representations and Warranties and Covenants. (a) The If the Merger is consummated, the representations and warranties of the Sellers or the Company contained in this Agreement Agreement, as modified or qualified by the Company Disclosure Schedule (including any exhibit or schedule to the Company Disclosure Schedule), and the other certificates contemplated hereby (and the indemnification obligations of the Company Stockholders relating thereto) shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. Pacific Time on the eighteen 18 month anniversary thereof; provided, that, for purposes of the R&W Insurance PolicyClosing Date (or if such date is not a Business Day, until such representations and warranties time on the first Business Day thereafter) (the period ending on such date the “General Survival Period”); provided however, that notwithstanding the foregoing (i) the survival period for Fundamental Claims shall survive for be the applicable statute of limitations; and (ii) the survival period set forth in such policy solely with respect to for IP/EB Claims will end on the available coverage under such policy30 month anniversary of Closing (the “IP/EB Claims Survival Period”); providedprovided further, however, that (A) upon the consummation of an Acquiror COC Event, the IP/EB Claims Survival Period shall immediately terminate. If the Merger is consummated, the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser Acquiror contained in this Agreement and the other certificates contemplated hereby shall survive until 11:59 p.m. Pacific Time on the date that is twelve (12) months following the Closing until Date. If the one-year anniversary Merger is consummated, all covenants of the parties shall expire and be of no further force or effect as of the Closing, except to the extent such covenants expressly provide that they are to be performed after the Closing; provided, however, that the representations and warranties made no right to indemnification pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 Article VI in respect of any claim based upon any breach of a covenant prior to the Closing shall survive until be affected by the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. such covenant (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect subject to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as limitations set forth in this Agreement). The parties acknowledge that by this Section 9.017.1 and the claim limitations set forth in Article VI, it is their intention to contractually establish their own limitations periods for bringing claims, which may be shorter than what applicable law would otherwise provide.

Survival of Representations and Warranties and Covenants. (a) The Except as set forth in the immediately succeeding sentences of this Section 7.1(a), each of the representations and warranties of the Sellers or the Company contained in this Agreement and all indemnification obligations pursuant to Section 7.2(a)(i)(1) and Section 7.2(b)(i) with respect thereto, shall survive the Closing and expire on the twelve (12) month anniversary of the Closing Date. The Fundamental Representations and all indemnification obligations pursuant to Section 7.2(a)(i)(1) and Section 7.2(b)(i) with respect to the Fundamental Representations, shall survive the Closing and expire on the three (3) year anniversary of the Closing Date. The Extended Representations shall survive the Closing and expire on the two (2) year anniversary of the Closing Date. All indemnification obligations pursuant to Section 7.2(a)(ii) survive the Closing and expire on the eighteen (18) month anniversary of the Closing Date. The survival period of each representation or warranty provided for in this Section 7.1(a) is hereinafter referred to as the “Survival Period.” (b) The obligations, covenants and agreements contained in this Agreement and any Transaction Document shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes earliest of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (Ai) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(atwo (2) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon years following the Closing, (ii) their earlier expiration or termination by their respective terms and the other covenants and agreements of Purchaser and the Company contained herein shall survive (iii) until performed in accordance with their termsno further performance may be due thereunder. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any Any representation, warranty, covenant covenant, obligation or other agreement contained in respect of which indemnity may be sought under this Article VII, and any indemnification right (or potential right) or obligation with respect thereto provided for herein, unless shall survive the time at which it would otherwise terminate pursuant to Section 7.1(a) or Section 7.1(b) if written notice of the claim giving rise to such claim is received by such party describing in reasonable detail the facts and circumstances with respect right (or potential right) of indemnification shall have been given to the subject matter of Person from whom such claim on or indemnification may be sought prior to such time and, in any such case, notwithstanding anything herein to the date on which the contrary, such representation, warranty, covenant covenant, obligation or other agreement on which such shall survive in its entirety until any claim for indemnification related thereto is based ceases to survive as settled or resolved in accordance with the terms, conditions and procedures set forth in this Section 9.01Article VII.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of set forth herein, and the Sellers or the Company contained in this Agreement right to commence any claim with respect thereto, shall survive the Closing until for a period of 18 months; provided that the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in Sections 4.1, 4.2, 4.4, 4.5, 4.22, 4.23 and 5.1 and the right to commence any claim with respect thereto, shall survive the Closing indefinitely. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms, except that claims for indemnification in respect of any breach thereof shall survive until the date that is eighteen (18) months after the time for performance of such policy solely covenants or agreements. Any claim for indemnity under this Agreement with respect to any breach of such representations, warranties, covenants or agreements shall be deemed time-barred, and no such claim shall be made after the available coverage under such policyperiods specified in this (a); provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides written notice of a claim for indemnification under (a) or (b) shall have been provided to Sellers in accordance with Sellers, on the terms of this Agreement prior to one hand, or Buyers, on the expiration of the applicable survival period set forth in this Section 9.01other hand, then the applicable representations and warranties, covenants and/or agreements (as the case may be) , then any representations, warranties, covenants or agreements that are the subject of such indemnification claim that would otherwise terminate as set forth above shall survive as to such claim only until such time as such claim has been is fully and finally resolved or adjudicatedresolved. (b) The representations and warranties This Article XIII shall not limit any covenant or agreement of Purchaser the Parties contained in this Agreement which by its terms contemplates performance after the Closing, and shall survive not extend the Closing until the one-year anniversary applicability of any covenant or agreement of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser Parties contained in this Agreement that are which by its terms relates only to be performed prior to Closing shall terminate upon a period between the date hereof and the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches The rights of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed Person to indemnification under this Article XIII shall not be affected by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on knowledge at or prior to the date on which execution of this Agreement or at or prior to the representation, Closing of any breach of representation or warranty, covenant whether such knowledge came from either of the Parties, or agreement on which such claim is based ceases any waiver of Section 4.1(e) (Failure to survive as set forth in this Section 9.01obtain Governmental Authorization).

Survival of Representations and Warranties and Covenants. (a) The representations and warranties Each of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made and covenants (except to the extent the covenant requires performance beyond such sixty (60) days) contained herein or in any instrument or document delivered or to be delivered pursuant to Section 3.01this Agreement, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of sixty (60) days following the Closing Date and (B) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to all claims for indemnification with respect to breaches any breach thereof must be asserted within such survival period or they shall be forever barred. In the event notice of any claim for indemnification under Sections 12.2 and 12.3 hereof has been given within the survival period, of which such notice shall describe in sufficient detail the claim, the asserted indemnification amount and the facts supporting such claim, the representations and warranties and covenants that are subject of such indemnification Claim shall survive with respect to such Claim until the final disposition thereof. (b) From time to time prior to the Closing, the Sellers shall promptly supplement or amend information previously delivered to Buyer with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or disclosed in Article II. In no event will any disclosure of any event or circumstance made after the date hereof and prior to the Closing serve to amend any representation or warranty for any purpose of this Agreement, provided that if the Sellers provide prompt prior and accurate written disclosure to Buyer of any such event or circumstance and its effect on each applicable representation or warranty and Buyer agrees to consummate the transactions contemplated by this Agreement, then no remedy under this Article XII shall be available to the Buyer as it relates to such disclosure. (c) Any remedy under this Article XII for the breach of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by covenant on the terms part of any of the R&W Insurance PolicySellers shall be reduced or eliminated dollar for dollar to the extent Buyer is able to adjust the Purchase Price pursuant to Section 1.6 to offset any liability, no claim damage, claim, cost or expense resulting from such breach. (d) No remedy under this Article XII for indemnification may be asserted against any party for the breach of any representationrepresentation or warranty or covenant shall be available if, warrantyon the Closing Date, covenant or agreement contained herein, unless written notice the Buyer Knowledge Group has Knowledge of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter breach of such claim on representation or prior to the date on which the representation, warranty, covenant warranty or agreement on which such claim is based ceases to survive as set forth in this Section 9.01covenant.

Survival of Representations and Warranties and Covenants. The representations, warranties and covenants of the Parties contained in this Agreement shall survive the Closing for the applicable period set forth in this Section 10.1, and any and all claims and causes of action for indemnification under Article IX (awhether or not arising out of an inaccuracy or breach of any representation, warranty or covenant of the Party) and this Article X arising out of the inaccuracy or breach of any representation, warranty or covenant of a Party must be made prior to the termination of the applicable Survival Period. The Parties agree that all of the representations, warranties and covenants of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under Article IX and this Article X shall survive as follows: a. the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 shall survive the Closing indefinitely; b. the representations and warranties set forth in Sections 4.9(k), 4.13, 4.17 and 4.18, and the indemnities provided in Sections 9.4 and 9.5, shall survive the Closing until the date three months after the later of expiration of the Sellers statute of limitations relevant to the applicable representation or the Company contained conclusion of any challenge by a Governmental Authority (the “Extended Survival Period”); and c. all other representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth second anniversary of the Closing unless, in the case of covenants or agreements, a specified survival period is otherwise set forth in this Agreement(in which case such specified date will control)(the “General Survival Period” and (B) the representations Extended Survival Period, each a “Survival Period” and warranties in Section 4.13 shall survive until collectively the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms“Survival Periods”). Notwithstanding the foregoing: (i) any obligations to indemnify, if Purchaser provides notice of a claim defend and hold harmless pursuant to Sellers in accordance Sections 10.2(a), (b) and (c) shall not terminate with respect to any item as to which the terms of this Agreement prior to Indemnified Party shall have, before the expiration of the applicable survival period set forth in this Section 9.01Survival Period, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such previously made a claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written delivering a notice of such claim is received by such party describing (stating in reasonable detail the facts and circumstances with respect basis of such claim) to the subject matter of such claim on or prior to the date on which the representation, warranty, Indemnifying Party in accordance with Section 10.3; and (ii) this Section 10.1 shall not limit any covenant or agreement on of the Parties which such claim is based ceases to survive as set forth in this Section 9.01contemplates performance after the Closing.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or the Company contained set forth in this Agreement and all claims with respect thereto shall survive the Closing execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement until the date that is eighteen month anniversary thereof; provided(18) months following the Closing Date, that, for purposes of except that (i) the R&W Insurance Policy, such representations Sell-Side Fundamental Representations (other than Section 3.12) and warranties the Buyer Fundamental Representations and all claims with respect thereto shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; providedindefinitely, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and (Bii) the representations and warranties in Section 4.13 3.12 and Section 3.13 and the obligations of Seller pursuant to Section 8.2 with respect to such representations and warranties, shall survive the Closing until thirty (30) days following the third anniversary expiration of the Closing. Other applicable statute of limitations. (b) All covenants and agreements of the Sellers contained herein to be performed by their terms (i) prior to the Closing shall survive the Closing until the date that is six (6) months following the Closing Date and (ii) on or after the Closing Date shall survive the Closing until fully performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms specified herein with respect to such covenant or agreement. (c) In the event that notice of any claim for indemnification under this Agreement Article VIII has been given in good faith, within the applicable survival period, the representations and warranties or covenants or other agreements that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved. Any claim for a breach of a representation or warranty or covenant or other agreement must be delivered prior to the expiration of the applicable survival period term set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements (as the case may be) shall survive as to such claim only until such claim has been finally resolved or adjudicated8.1. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties All of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 by either party in this Agreement or in any certificates or documents delivered hereunder shall survive for a period of eighteen months following the Closing Date (the “Surviving RepresentationsSurvival Period”), except as follows: (i) shall survive until the fifth anniversary of the Closing and (B) The Survival Period for claims for breaches with respect to the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable survival period set forth in this Section 9.01, then the applicable representations and warranties, covenants and/or agreements 5.11 (as the case may beTaxes) shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive be until the expiration of the applicable statutes statute of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their termslimitation. (cii) Except The Survival Period for claims for breaches with respect to the representations and warranties set forth in Sections 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement), 5.3 (Ownership and Transfer of Shares), 5.6 (Capitalization), 5.7 (Subsidiaries), 5.28 (Indebtedness), 6.1 (Organization and Good Standing), and 6.2 (Authorization of Agreement) (collectively, the “Special Representations”) shall be indefinite. (iii) The Survival Period for claims for indemnification breaches with respect to breaches of any representation or warranty referenced the representations and warranties set forth in Section 9.02(i5.21 (Environmental Matters) or for any claim of indemnification under Section 9.02(ii9.2(e) that are governed by shall be ten (10) years following the terms of Closing Date. (iv) The Survival Period for claims for breaches with respect to the R&W Insurance Policy, no representations and warranties set forth in Sections 5.16 (Genetically Modified Organisms) and 5.30 (Product Warranties; Products Liabilities) shall be three (3) years following the Closing Date. (b) No claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, may be brought under this Agreement or any other document executed and delivered pursuant to or in connection with this Agreement unless written notice of such claim is received by such party describing in reasonable detail the facts nature and circumstances with respect to the subject matter basis of such claim is given on or prior to the date on which expiration of the representationSurvival Period. In the event such notice of a claim is so given, warranty, covenant or agreement on which the right to indemnification with respect to such claim will survive the Survival Period until the claim is based ceases finally resolved and any obligations with respect to survive as set forth in this Section 9.01the claim are fully satisfied.

Survival of Representations and Warranties and Covenants. (a) The If the Merger is consummated, the representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until and remain in full force and effect for a period of [*] after the eighteen month anniversary thereof; providedClosing Date and then shall terminate other than the Specified Representations, that, for purposes of the R&W Insurance Policy, such representations and warranties which shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and remain in full force and effect until ninety (B90) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to days following the expiration of the applicable survival period statute of limitations (such applicable date, the “Survival Date”). If the Merger is consummated, all covenants of the Parties (including the covenants set forth in Articles IV and V) shall expire and be of no further force or effect as of the close of business on the date that is [*] months after the Closing Date, except to the extent such covenants provide that they are to be performed after the Closing, in which case such covenants shall survive until the date or end of the period specified therein (and, if no date or period is [*] Confidential treatment requested. 90 CONFIDENTIAL TREATMENT REQUESTED specified therein, then such covenants shall survive indefinitely). Notwithstanding anything to the contrary contained in this Section 9.018.1, if, at any time prior to the applicable Survival Date, any Indemnified Person delivers to the Securityholders’ Representative a written notice as provided in Section 8.4(a) alleging a breach or violation of any such representation or warranty or covenant and asserting a claim for recovery under Section 5.9 or Section 8.2 based on such breach or violation, then the applicable representation or warranty or covenant underlying the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved; provided, that the representations and warranties, covenants and/or agreements (as the case may be) warranties set forth in Section 2.11 hereof shall survive until the Tax Survival Date. Except as otherwise provided in Section 5.9, if the Merger is consummated, this Article VIII is the sole and exclusive remedy to such claim only until such claim has been finally resolved the Parties for all claims in any way related to this Agreement and the transactions contemplated hereby other than (a) claims based upon fraud or adjudicatedintentional misrepresentation, or intentional breach, or (b) claims seeking equitable remedies. (b) The representations representations, warranties, covenants and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary obligations of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the ClosingCompany, and the other covenants rights and agreements of Purchaser remedies that may be exercised by Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and the Company contained herein its Subsidiaries) and, if applicable, their respective officers, directors, agents and employees, and their respective assigns, shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches not be limited or otherwise affected by or as a result of any representation information furnished to, or warranty referenced in Section 9.02(iany investigation made by or knowledge of, any of Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and its Subsidiaries) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policyand, no claim for indemnification may be asserted against any party for breach of any representationif applicable, warrantytheir respective officers, covenant or agreement contained hereindirectors, unless written notice of such claim is received by such party describing in reasonable detail the facts agents and circumstances with respect to the subject matter of such claim on or prior to the date on which the representationemployees, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01and their respective assigns.

Survival of Representations and Warranties and Covenants. (a) The Parties agree that the respective representations and warranties of the Sellers or the Company contained Parties in this Agreement and, to the extent related thereto, in any certificate delivered pursuant to this Agreement, and the obligations of the Seller and the Purchaser pursuant to Section 9.02 and Section 9.03, respectively, with respect to such representations and warranties, shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes a period of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that fifteen (A15) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of months after the Closing and (B) Date, except that the representations and warranties in Section 4.13 3.19 (and the portion of any certificate delivered pursuant to this Agreement relating to such representations, as well as the obligations of the Seller pursuant to Section 9.02 related thereto) shall survive the Closing until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to sixty (60) days following the expiration of the applicable survival period set forth statute of limitations relating to the Taxes in question (taking into account any extensions or waivers thereof), and the Fundamental Representations, and the portion of any certificate delivered pursuant to this Section 9.01, then Agreement relating to the applicable Fundamental Representations (other than the representations and warrantieswarranties in Section 3.14(a) which survive the Closing for a period of fifteen (15) months after the Closing Date), covenants and/or agreements (as and the case may be) obligations of the Seller and the Purchaser pursuant to Section 9.02 and Section 9.03, respectively, with respect to the Fundamental Representations, shall survive as to such claim only until such claim has been finally resolved or adjudicatedthe Closing for six (6) years. (b) The representations Parties agree that the respective pre-Closing covenants and warranties agreements of the Seller and the Purchaser contained in this Agreement shall survive the Closing until for twelve (12) months following the oneperiod of time for which such covenants or agreements are required to be performed. Post-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 Closing covenants shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the Closing, and the other covenants and agreements of Purchaser and the Company contained herein shall survive until performed in accordance with their respective terms. (c) Except with respect to claims for indemnification with respect to breaches of Notwithstanding any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect provision to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth contrary in this Section 9.01, all representations, warranties, covenants, and agreements related to any claim for indemnification asserted within the applicable survival period set forth in Section 9.01(a) or Section 9.01(b) (if any), and the Indemnifying Party’s obligations pursuant to this Article IX with respect to such claim, shall survive until all such claims shall have been finally resolved and payment in respect thereof, if any is required to be made, shall have been made.

Survival of Representations and Warranties and Covenants. (a) The If the Merger is consummated, the representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until and remain in full force and * Confidential treatment requested. effect for a period of [*] after the eighteen month anniversary thereof; providedClosing Date and then shall terminate other than the Specified Representations, that, for purposes of the R&W Insurance Policy, such representations and warranties which shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (A) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and remain in full force and effect until ninety (B90) the representations and warranties in Section 4.13 shall survive until the third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to days following the expiration of the applicable survival period statute of limitations (such applicable date, the “Survival Date”). If the Merger is consummated, all covenants of the Parties (including the covenants set forth in Articles IV and V) shall expire and be of no further force or effect as of the close of business on the date that is [*] months after the Closing Date, except to the extent such covenants provide that they are to be performed after the Closing, in which case such covenants shall survive until the date or end of the period specified therein (and, if no date or period is specified therein, then such covenants shall survive indefinitely). Notwithstanding anything to the contrary contained in this Section 9.018.1, if, at any time prior to the applicable Survival Date, any Indemnified Person delivers to the Securityholders’ Representative a written notice as provided in Section 8.4(a) alleging a breach or violation of any such representation or warranty or covenant and asserting a claim for recovery under Section 5.9 or Section 8.2 based on such breach or violation, then the applicable representation or warranty or covenant underlying the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved; provided, that the representations and warranties, covenants and/or agreements (as the case may be) warranties set forth in Section 2.11 hereof shall survive until the Tax Survival Date. Except as otherwise provided in Section 5.9, if the Merger is consummated, this Article VIII is the sole and exclusive remedy to such claim only until such claim has been finally resolved the Parties for all claims in any way related to this Agreement and the transactions contemplated hereby other than (a) claims based upon fraud or adjudicatedintentional misrepresentation, or intentional breach, or (b) claims seeking equitable remedies. (b) The representations representations, warranties, covenants and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary obligations of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitations. The covenants of Purchaser contained in this Agreement that are to be performed prior to Closing shall terminate upon the ClosingCompany, and the other covenants rights and agreements of Purchaser remedies that may be exercised by Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and the Company contained herein its Subsidiaries) and, if applicable, their respective officers, directors, agents and employees, and their respective assigns, shall survive until performed in accordance with their terms. (c) Except with respect to claims for indemnification with respect to breaches not be limited or otherwise affected by or as a result of any representation information furnished to, or warranty referenced in Section 9.02(iany investigation made by or knowledge of, any of Acquiror, Acquiror’s Affiliates (including the Surviving Corporation and its Subsidiaries) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policyand, no claim for indemnification may be asserted against any party for breach of any representationif applicable, warrantytheir respective officers, covenant or agreement contained hereindirectors, unless written notice of such claim is received by such party describing in reasonable detail the facts agents and circumstances with respect to the subject matter of such claim on or prior to the date on which the representationemployees, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01and their respective assigns.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of the Sellers or Seller and the Company Buyer contained in this Agreement shall survive terminate upon the date that is the 12-month anniversary of the Closing until the eighteen month anniversary thereof; providedDate, that, for purposes and all liability of the R&W Insurance Policy, parties hereto with respect to such representations and warranties (including for indemnification for breach of such representations and warranties under this Article VIII) shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policythereupon be extinguished; provided, however, that that: (Ai) the representations and warranties made pursuant set forth in Sections 3.1 and 4.1 relating to Section 3.01organization and existence, Sections 3.2 and 4.2 relating to authority, Section 3.023.4(a) relating to title to the Purchased Assets and Sections 3.25 and 4.5 relating to broker’s fees and finder’s fees (Sections 3.1, Section 3.043.2, Section 3.06, Section 4.01(a3.4(a), Section 4.023.25, Section 4.03(a) 4.1, 4.2 and Section 4.25 (4.5 are collectively referred to herein as the “Surviving Core Representations”) ), shall survive until the fifth anniversary of the Closing and indefinitely; and (Bii) the representations and warranties set forth in Section 4.13 3.14 relating to Taxes shall survive until the third anniversary close of business on the 45th day following the expiration of the Closing. Other applicable statute of limitations with respect to the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof). (b) All liability of the parties hereto with respect to the covenants and agreements of the Sellers Seller and the Buyer contained herein in this Agreement (including for indemnification for breach of such covenants and agreements under this Article VIII) shall survive until performed terminate upon the date that is 12 months after the Closing Date (or, in the case of those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, the date that is 12 months following the date by which such covenant or agreement is required to be performed) and shall thereupon be extinguished. (c) Neither the Seller nor the Buyer shall have any liability whatsoever with respect to any such representations and warranties unless a Claim Notice or Third-Party Claim Notice is delivered in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement Section 8.4(e) prior to the expiration of the applicable survival period set forth for such representation and warranty, in this Section 9.01, then the applicable representations which case such representation and warranties, covenants and/or agreements (as the case may be) warranty shall survive as to such claim only until such claim has been finally resolved or adjudicated. (b) The representations and warranties of Purchaser contained in this Agreement shall survive the Closing until the one-year anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 5.01, Section 5.05, Section 5.06 and Section 5.07 shall survive until the expiration of the applicable statutes of limitationsresolved. The covenants of Purchaser contained survival periods set forth herein are in this Agreement that are to be performed prior to Closing shall terminate upon the Closinglieu of, and the other covenants and agreements parties hereto expressly waive, any otherwise applicable statute of Purchaser and the Company contained herein shall survive until performed in accordance with their termslimitations. (c) Except with respect to claims for indemnification with respect to breaches of any representation or warranty referenced in Section 9.02(i) or Section 9.02(ii) that are governed by the terms of the R&W Insurance Policy, no claim for indemnification may be asserted against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in this Section 9.01.