Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. The representations and warranties of IHC, Seller and Buyer contained herein shall survive the Closing Date for a period of eighteen months from the Closing Date; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved.

Survival of Representations, Etc. The All of the representations and warranties of IHC, Seller and Buyer contained herein made by any party in this Agreement shall survive the Closing Date for a period of eighteen twelve (12) months from following the Closing Date; providedDate (except that the representations and warranties set forth in Sections 4.1 (Organization), however4.2 (Capitalization), that 4.3 (aAuthorization), 4.24 (No Brokers), 5.1 (Organization), 5.2 (Capitalization), 5.3 (Parent Stock), 5.5 (Authorization) Seller's and IHC's 5.16 (No Brokers) (such representations and warranties collectively, the "Fundamental Representations") and the representations and warranties set forth in Section 3.2 4.21 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares"Tax Matters) shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to until 30 days following the relevant expiration of the applicable statute of limitations (including, in the case of Taxes, any waivers or extensions thereofwith extensions)). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not of the parties to be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect performed prior to the accuracy Closing Date shall survive the Closing for a period of twelve (12) months following the Closing Date. The covenants and agreements of any party to be performed or inaccuracy observed on or following the Closing shall survive the Closing until fully performed in accordance with their terms. Notwithstanding the foregoing, if written notice of a claim has been given on or compliance withprior to the applicable survival date for the representation, any warranty, covenant or agreement on which such claim is based, then such representation, warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties agreement shall survive as to such claim, and such claim only, until final determination and satisfaction of such claim. Notwithstanding anything to the contrary in this Agreement and the Ancillary Agreements, (i) the survival period with respect to all matters relating to Taxes, including, but not limited to, the representations and warranties set forth in Section 4.21 (Tax Matters) and Indemnified Taxes, shall be as provided in this Section 7.1 only for the purposes of the R&W Insurance Policy, and (ii) no claim has been finally resolvedshall be made against the Company Equityholders, other than with respect to claims under Section 7.2(a)(iii) or (vii) or as set forth in Section 7.3(d) or Section 7.3(f) and breaches or inaccuracies of Fundamental Representations, after the earlier of the date that is (a) the twelve (12) month anniversary of the Closing Date or (b) the release date of all amounts from the Indemnity Escrow Account, in each case as more fully provided in the Escrow Agreement with respect to the Indemnity Escrow Account.

Survival of Representations, Etc. The (a) Subject to Section 9.1(b), (i) the representations and warranties of IHCmade by the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) and (ii) the representations and warranties made by Parent, Seller Merger Sub I and Buyer contained herein shall Merger Sub II (including the representations and warranties set forth in Section 3 and the representations and warranties set forth in the Parent Closing Certificate) survive the Closing Date for a period of eighteen and shall expire 24 months from following the Closing Date; provided, however, that if, at any time prior to the 24 months following the Closing Date, any Covered Party delivers to Parent or Stockholders’ Representative, as applicable, a written notice asserting in good faith and with reasonable specificity an allegation of the existence of an inaccuracy in or a breach of any of the representations and warranties made herein and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the 24 month anniversary of the Closing (abut only for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved) Seller's until such time as such claim is fully and IHC's finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms. (b) Notwithstanding anything to the contrary contained in Section 9.1(a), the representations and warranties set forth in Section 3.2 ("Capital Structure"Sections 2.1(a), Section 3.3 2.3, 2.14 and 2.20 ("No Violation"the “Company Specified Representations”) and in Sections 3.1(a), Section 3.4 3.2 and 3.5 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares"the “Parent Specified Representations”) shall survive in perpetuity the Closing and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to expire on the relevant statute of limitations (includingapplicable to the subject matter thereof; provided, in the case of Taxeshowever, that if, at any time prior to any such expiration date, any waivers Covered Party delivers to Parent or extensions thereof). The right to indemnification or other remedy based on the representationsStockholders’ Representative, warrantiesas applicable, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If a written notice asserting in good faith and with reasonable specificity an allegation of the existence of an inaccuracy in or a claim meeting the requirement breach of Section 10.3 below has been given prior to the expiration any of the applicable representations and warranties by made herein and asserting a party in whose favor claim for recovery under Section 9.2 based on such representations and warranties were madealleged inaccuracy or breach, then the relevant representations and warranties claim asserted in such notice shall survive until such time as such claim is finally determined. (c) Materiality standards or qualifications, and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty or covenant shall only be taken into account in determining whether a breach of or default in connection with such representation, warranty or covenant (or failure of any representation or warranty to be true and correct) exists, and shall not be taken into account in determining the amount of any Damages with respect to such claimbreach, until the claim has been finally resolveddefault or failure to be true and correct.

Survival of Representations, Etc. The representations and warranties of IHCthe Company, Seller Stockholder and Buyer contained herein shall survive the Closing Date for a period of eighteen months from the Closing Dateuntil March 31, 2007; provided, however, that (a) Seller's and IHC's the representations and warranties set forth contained in Section 3.2 Sections 3.10 ("Capital Structure"Taxes), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction"3.11(Employee Benefits) and Section 4.3 3.17 ("Ownership and Delivery of Shares"Environmental Matters) shall continue to survive in perpetuity and until sixty (b60) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to days after the relevant expiration of the applicable statute of limitations (includinggiving effect to any waiver or extension thereof) and that the representations and warranties contained in Sections 3.1 (Organization and Good Standing of Company), in 3.2 (Authority; No Conflict) and (3.5 (Title) shall survive indefinitely. Notwithstanding the case foregoing, if prior to termination of Taxesa representation or warranty, any waivers or extensions thereof)an indemnified party shall have delivered a Claim Notice under Section 8.2, then those representations and warranties as to which the Claim Notice applies shall survive until the claim is resolved. The right to indemnification indemnification, payment of Damages or other remedy based on the such representations, warranties, covenants and agreements herein obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the ClosingClosing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreementobligation. If written notice The waiver of a claim meeting any condition based on the requirement accuracy of Section 10.3 below has been given prior any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to the expiration indemnification, payment of the applicable representations Damages, or other remedies based on such representations, warranties, covenants and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedobligations.

Survival of Representations, Etc. The representations and warranties of IHC, Seller the Parent and Buyer the Purchaser contained herein shall survive the Closing Date for a period until the later of eighteen months from (a) the first anniversary of the Closing Date, or (b) the forty-fifth (45th) day following the date of completion by the Purchaser's auditors of the audit of the financial statements for the Business acquired by the Purchaser hereunder for the year ended December 31, 2001 (and claims based upon or arising out of such representations and warranties may be asserted at any time before such date); provided, however, that (ai) Seller's and IHCthe Parent's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of SharesAuthorization") shall survive in perpetuity for a period of five (5) years and (bii) Seller's and IHCthe Parent's representations and warranties in Sections 3.18 4.20 ("Employee PlansPlans and Employee Matters"), 3.20 4.22 ("Tax Matters") and 3.22 ), 4.26 ("Compliance with Environmental Laws"), 4.16 ("Warranty and Product Liability Matters") and 4.27 ("Ownership of Sunsoft Shares and Sunsoft UK Shares") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants representations and agreements warranties herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, representation or warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved.

Survival of Representations, Etc. (a) The representations and warranties of IHC, Seller made by the Company (including the representations and Buyer contained herein warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing Date for a period and shall expire on the first anniversary of eighteen months from the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (aacting in good faith) Seller's delivers to the Company Shareholders' Agent a Claim Notice (as defined in the Escrow Agreement) pursuant to the terms of the Escrow Agreement, then the claim asserted in such Claim Notice shall survive the first anniversary of the Closing until such time as such claim is fully and IHC's finally resolved. All representations and warranties set forth in Section 3.2 ("Capital Structure")made by Terayon and Merger Sub shall terminate and expire as of the Effective Time, Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization and any liability of Transaction") Terayon or Merger Sub with respect to such representations and Section 4.3 ("Ownership and Delivery of Shares") warranties shall survive in perpetuity and thereupon cease. (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any investigation conducted with respect information furnished to, or any investigation made by or knowledge acquired of, any of the Indemnitees or any of their Representatives. (or capable of being acquiredc) at any time, whether before or after the execution and delivery For purposes of this Agreement Agreement, each statement or other item of information set forth in the Closing, with respect Disclosure Schedule or in any update to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If written notice of Disclosure Schedule shall be deemed to be a claim meeting representation and warranty made by the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party Company in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Agreement.

Survival of Representations, Etc. The representations representations, warranties, covenants and warranties of IHCindemnities set forth in this Agreement or in any certificate, Seller and Buyer contained herein document or other instrument delivered in connection herewith or contemplated hereby shall survive the Closing Date as follows: (a) the representations and warranties in Section 3.1 (Organization and Qualification), Section 3.2 (Capitalization; Ownership), and Section 3.15 (No Brokers, Finders, etc.); the representations and warranties in Section 4.1 (Ownership), Section 4.2 (Authorization; Enforceability) and Section 4.5 (No Brokers, Finders, etc.); and the representations and warranties in Section 5.1 (Organization), Section 5.2 (Authorization; Enforceability) and Section 5.5 (No Brokers, Finders, etc.) shall survive indefinitely; (b) the representations and warranties in Section 3.12 (Taxes) and Section 3.27 (Environmental Matters) shall survive for a period ending when the applicable statutes of limitation with respect to the liabilities in question expire (after giving effect to any extensions or waivers thereof), plus ninety (90) days; and (c) all other representations and warranties in this Agreement or in any certificate, document or other instrument delivered in connection herewith or contemplated hereby shall survive for a period of eighteen (18) months following the Closing. The expiration of any representation or warranty as provided in this Section 10.1 shall preclude any indemnity with respect thereof under this Article X from and after the Closing Datetime such representation or warranty shall have expired; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization the expiration of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant representation or agreement. If written warranty shall not affect the rights of any party in respect of any such indemnity claim therefor as to which notice of a claim meeting the requirement of Section 10.3 below thereof has been given under this Article X prior to the expiration of the applicable representations and warranties by a party survival period provided in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Section 10.1.

Survival of Representations, Etc. (a) The representations and warranties of IHC, Seller and Buyer contained herein shall survive made by the Closing Date for a period of eighteen months from parties (including the Closing Date; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") 2 and Section 4.3 ("Ownership and Delivery of Shares"3) shall survive until the February 28, 2002 (the "Termination Date"); provided, however, that if, at any time prior to the Termination Date, any Parent Indemnitee or Stockholder Indemnitee (acting in perpetuity good faith) delivers to the Stockholders' Agent or Parent, as the case may be, a written notice alleging the 51. existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company, on the one hand, or Parent and Merger Sub, on the other hand, (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved. (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will obligations of the Company, on the one hand, and Parent and Merger Sub, on the other hand, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any investigation conducted with respect information furnished to, or any investigation made by or knowledge acquired of, any of the Indemnitees or any of their Representatives. (or capable of being acquiredc) at any time, whether before or after the execution and delivery For purposes of this Agreement Agreement, (i) each statement or other item of information set forth in the Closing, with respect Company Disclosure Schedule or in any update to the accuracy Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement and (ii) each statement or inaccuracy other item of information set forth in the Parent Disclosure Schedule or compliance with, in any such representation, warranty, covenant or agreement. If written notice of a claim meeting the requirement of Section 10.3 below has been given prior update to the expiration of the applicable representations Parent Disclosure Schedule shall be deemed to be a representation and warranties warranty made by a party Parent and Merger Sub in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Agreement.

Survival of Representations, Etc. The representations and warranties of IHCthe Company, Seller Parent and Buyer Sub contained herein shall survive the Closing Date for a period of eighteen (18) months from the Closing Date; provided, however, that (a) Seller's and IHC's the Company’s representations and warranties set forth in Section 3.2 4.20 ("Capital Structure"Intellectual Property), Section 3.3 4.23 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction"Tax Matters) and Section 4.3 4.25 ("Ownership and Delivery of Shares"Compliance with Environmental Laws) shall survive in perpetuity the Closing until the expiration of the applicable statute of limitations (including any waivers or extensions thereof which, to the extent that Parent has a right to reasonably prevent such extension or waiver, shall be subject to the prior written consent of the Company Representative which shall not be unreasonably withheld or delayed), and (b) Seller's and IHC's the Company’s representations and warranties set forth in Sections 3.18 Section 4.2 ("Employee Plans"), 3.20 ("Tax Matters"Capital Structure) and 3.22 ("Compliance with Environmental Laws") all other representations and warranties regarding the capital structure of the Company shall survive for a period equal to the relevant statute of limitations Closing in perpetuity. Representations and warranties referenced in subsection (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants a) and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquiredb) at any time, whether before or after the execution and delivery of this Agreement or Section 10.1 shall be known herein as (the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. “Surviving Obligations”.) If written notice of a claim Claim Notice meeting the requirement requirements of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved.

Survival of Representations, Etc. (a) The representations and warranties of IHC, Seller and Buyer contained herein made by the Company shall survive the Closing Date for a period of eighteen months from the Closing Dateand shall expire June 30, 2002; provided, however, that if, at any time prior to June 30, 2002; any Indemnitee (aacting in good faith) Seller's delivers to the Escrow Agent and IHC's ▇▇▇▇▇▇▇▇ a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set made by the Company (and setting forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction"reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 4.3 ("Ownership and Delivery of Shares") 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive in perpetuity after June 30, 2002 until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub shall survive the Closing and shall expire June 30, 2002 at which time any liability of Parent or Merger Sub with respect to such representations, warranties, and covenants shall thereupon cease. (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any investigation conducted with respect information furnished to, or any investigation made by or knowledge acquired of, any of the Indemnitees or any of their Representatives. (or capable of being acquiredc) at any time, whether before or after the execution and delivery For purposes of this Agreement Agreement, each statement or other item of information set forth in the Closing, with respect Disclosure Schedule or in any update to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. If written notice of Disclosure Schedule shall be deemed to be a claim meeting representation and warranty made by the requirement of Section 10.3 below has been given prior to the expiration of the applicable representations and warranties by a party Company in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Agreement.

Survival of Representations, Etc. The representations and warranties All of IHC, Seller and Buyer contained herein shall survive the Closing Date for a period of eighteen months from the Closing Date; provided, however, that (a) Seller's and IHC's representations and warranties set forth in Section 3.2 ("Capital Structure"), Section 3.3 ("No Violation"), Section 3.4 ("Subsidiaries"), Section 4.1 ("Authorization of Transaction") and Section 4.3 ("Ownership and Delivery of Shares") shall survive in perpetuity and (b) Seller's and IHC's representations and warranties in Sections 3.18 ("Employee Plans"), 3.20 ("Tax Matters") and 3.22 ("Compliance with Environmental Laws") shall survive for a period equal to the relevant statute of limitations (including, in the case of Taxes, any waivers or extensions thereof). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of indemnities set forth in this Agreement or in any certificate, document or other instrument delivered at the ClosingClosing in connection with this Agreement or contemplated by this Agreement shall survive the Closing indefinitely, except that (a) except as otherwise expressly set forth in this Section 6.1, the representations and warranties of Seller set forth in this Agreement shall survive until the date 24 months after the Closing Date; (b) the representations and warranties of Seller set forth in Section 3.15 (Environmental) and 3.16 (Intellectual Property) shall survive the Closing for a period of five (5) years; (c) the representations and warranties of Seller set forth in Sections 3.1 (Organization), 3.2 (Capitalization), 3.4 (Authorization; Enforceability), 3.20 (Contracts with Affiliates) 3.21 (Brokers), 4.1 (Organization), 4.2 (Authorization) and 4.5 (Brokers) shall survive the Closing indefinitely and (d) the representations and warranties set forth in Sections 3.18 (Taxes) and 3.19 (Employee Benefits) shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations, giving effect to any extension (whether automatic or permissive) of such period. The expiration of any representation or warranty as provided in this Section 6.1 shall preclude any indemnity with respect to thereof under this Article VI from and after the accuracy or inaccuracy of or compliance with, any time such representation, warrantywarranty or covenant shall have expired; provided, covenant however, that the expiration of any such representation or agreement. If written warranty shall not affect the rights of any party in respect of any such indemnity claim therefor as to which valid notice of a claim meeting the requirement of Section 10.3 below thereof has been given under this Article VI prior to the expiration of the applicable representations and warranties by a party survival period provided in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolvedthis Section 6.1.