Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) shall survive the Closing and shall expire 30 months following the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, however, that if, at any time prior to the expiration of the applicable survival period, any Indemnitee (acting in good faith) delivers to the Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders (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 applicable survival period until such time as such claim is fully and finally resolved. The representations and warranties made by Parent and Merger Sub in Article 4 shall expire 30 months following the Closing Date. (b) The representations, warranties, covenants and obligations of the Company and the Shareholders, 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 information furnished to, or any investigation made by or Knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company PROVIDENCE, and the Shareholders UAC (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) 3, shall survive the Closing and shall expire 30 months following the Closing Date Effective Time for a period of one (except for Sections 2.11) year, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The Notwithstanding the foregoing, the representations and warranties made by Parent and Merger Sub set forth in Article 4 Section 2.14 shall expire 30 months following survive until the Closing Dateexpiration of the applicable statutes of limitations, including extensions thereof. (b) The representations, warranties, covenants and obligations of the Company PROVIDENCE, and the ShareholdersUAC, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders PROVIDENCE, or UAC in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company ALBARA, Albara Subsidiary and the Shareholders LEAPFROG (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) 3, shall survive the Closing and shall expire 30 months following the Closing Effective Date for a period of one (except for Sections 2.11) year, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The Notwithstanding the foregoing, the representations and warranties made by Parent and Merger Sub set forth in Article 4 Section 2.14 shall expire 30 months following survive until the Closing Dateexpiration of the applicable statutes of limitations, including extensions thereof. (b) The representations, warranties, covenants and obligations of the Company ALBARA, Albara Subsidiary and the ShareholdersLEAPFROG, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders ALBARA, Albara Subsidiary or LEAPFROG in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections Section 2 and 3 hereof and the representations and warranties set forth in the Closing CertificatesCertificate) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1Date; PROVIDED, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, howeverHOWEVER, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to any of the Shareholders Indemnitors (as defined below) a written notice alleging the existence of an a material inaccuracy in or a material breach of any of the representations and warranties made by the Company or any of the Shareholders (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 applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent and Merger Sub in Article 4 shall terminate and expire 30 months following as of the Closing DateEffective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company and the ShareholdersCompany, 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding , except to the foregoing, extent such information is included in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed or any update to be disclosed on the applicable part of the Disclosure Schedule for purposes of this AgreementSchedule. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this AgreementCompany.

Survival of Representations, Etc. (aA) The representations and warranties made by the Company OAK BROOK and the Shareholders PVAXX (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) 3, shall survive the Closing and shall expire 30 months following the Closing Effective Date for a period of one (except for Sections 2.11) year, 2.3PROVIDED, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, howeverHOWEVER, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The Notwithstanding the foregoing, the representations and warranties made by Parent and Merger Sub set forth in Article 4 Section 2.14 shall expire 30 months following survive until the Closing Dateexpiration of the applicable statutes of limitations, including extensions thereof. (bB) The representations, warranties, covenants and obligations of the Company OAK BROOK and the ShareholdersPVAXX, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (cC) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders OAK BROOK or PVAXX in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company PROVIDENCE, and the Shareholders Lifelong (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) 3, shall survive the Closing and shall expire 30 months following the Closing Date Effective Time for a period of one (except for Sections 2.11) year, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties Exhibit 1.1 - Pg. 28 made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The Notwithstanding the foregoing, the representations and warranties made by Parent and Merger Sub set forth in Article 4 Section 2.14 shall expire 30 months following survive until the Closing Dateexpiration of the applicable statutes of limitations, including extensions thereof. (b) The representations, warranties, covenants and obligations of the Company PROVIDENCE, and the ShareholdersLifelong, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders PROVIDENCE, or Lifelong in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing CertificatesSection 2) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations"Termination Date"); providedPROVIDED, howeverHOWEVER, that if, at any time prior to the expiration of the applicable survival periodTermination Date, any Indemnitee (acting in good faith) delivers to the Shareholders Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders (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 applicable survival period Termination Date until such time as such claim is fully and finally resolved. The Without limiting any remedy that the stockholders of the Company may have under federal securities laws or other than pursuant to the terms of this Agreement, all representations and warranties made by Parent and Merger Sub in Article 4 shall terminate and expire 30 months following as of the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company and the ShareholdersCompany, 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections Section 2 and 3 hereof and the representations and warranties set forth in the Company's Closing CertificatesCertificate) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1Date; PROVIDED, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, howeverHOWEVER, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders Stockholders' Agent (as defined in Section 10.1 below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders (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 applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties made by Parent and Merger Sub in Article 4 Section 3 hereof shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company and the ShareholdersCompany, 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company OAK BROOK, and the Shareholders ALPHA FIBRE (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) 3, shall survive the Closing and shall expire 30 months following the Closing Effective Date for a period of one (except for Sections 2.11) year, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The Notwithstanding the foregoing, the representations and warranties made by Parent and Merger Sub set forth in Article 4 Section 2.14 shall expire 30 months following survive until the Closing Dateexpiration of the applicable statutes of limitations, including extensions thereof. (b) The representations, warranties, covenants and obligations of the Company OAK BROOK, and the ShareholdersALPHA FIBRE, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders OAK BROOK, or ALPHA FIBRE in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and Section 2) (as modified by the representations and warranties set forth in the Closing CertificatesDisclosure Schedule) shall survive the Closing and shall expire 30 months following on the third anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations)Date; provided, however, that if, at any time prior to the expiration third anniversary of the applicable survival periodClosing Date, as applicable, any Indemnitee (acting in good faith) delivers to the Shareholders Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent and Merger Sub in Article 4 shall terminate and expire 30 months following as of the Closing DateEffective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company and the Shareholders, 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Oak Brook, Forte, and the Shareholders Jovus, (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) 3, shall survive the Closing and shall expire 30 months following the Closing Effective Date for a period of one (except for Sections 2.11) year, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The Notwithstanding the foregoing, the representations and warranties made by Parent and Merger Sub set forth in Article 4 Section ___ shall expire 30 months following survive until the Closing Dateexpiration of the applicable statutes of limitations, including extensions thereof. (b) The representations, warranties, covenants and obligations of the Company Oak Brook, Forte, and the ShareholdersJovus, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company Oak Brook, Forte, and the Shareholders Jovus, or in this Agreement.

Survival of Representations, Etc. (aA) The representations and warranties made by the Company PROVIDENCE, and the Shareholders CACHE (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) 3, shall survive the Closing and shall expire 30 months following the Closing Date Effective Time for a period of one (except for Sections 2.11) year, 2.3PROVIDED, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, howeverHOWEVER, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The Notwithstanding the foregoing, the representations and warranties made by Parent and Merger Sub set forth in Article 4 Section 2.14 shall expire 30 months following survive until the Closing Dateexpiration of the applicable statutes of limitations, including extensions thereof. (bB) The representations, warranties, covenants and obligations of the Company PROVIDENCE, and the ShareholdersCACHE, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (cC) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders PROVIDENCE or CACHE in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing CertificatesSection 2) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations"Termination Date"); providedPROVIDED, howeverHOWEVER, that if, at any time prior to the expiration of the applicable survival periodTermination Date, any Indemnitee (acting in good faith) delivers to the Shareholders Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders (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 applicable survival period Termination Date until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent and Merger Sub in Article 4 shall terminate and expire 30 months following as of the Closing Date. (b) The representations, warranties, covenants and obligations of the Company and the Shareholders, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, PROVIDED, HOWEVER, that the Merger Stockholders shall preserve any rights and remedies that they may be exercised by have against Parent pursuant to federal and/or state securities laws, including, without limitation, the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.antifraud provisions thereof

Survival of Representations, Etc. (a) The representations representations, warranties and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) covenants of each party pursuant to this Agreement shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations)Date; provided, however, (i) that fraud claims shall survive for the statute of limitations applicable to claims based on such matters, (ii) claims under Sections 2.4 and 2.5 hereof shall survive indefinitely and (iii) that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee party seeking indemnification under this Section 6 (an "INDEMNIFIED PARTY") (acting in good faith) delivers to the Shareholders party from whom such indemnification is sought (an "INDEMNIFYING PARTY") a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Indemnifying Party or a breach of any of the Shareholders covenant contained herein (and setting forth in reasonable detail the basis for such IndemniteeIndemnified Party's belief that such an inaccuracy or a breach may exist) and asserting a claim for recovery under Section 9.2 6.2 or Section 6.3, whichever is applicable, based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties made by Parent and Merger Sub in Article 4 shall expire 30 months following the Closing Date. (b) The representations, warranties, covenants and obligations of the Company and the Shareholderseach Indemnifying Party, and the rights and remedies that may be exercised by the Indemniteeseach Indemnified Party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Indemnitees Indemnified Party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders parties (including the representations and warranties set forth in Sections Section 2 and 3 hereof and the representations and warranties set forth in the Closing CertificatesSection 3) shall survive the Closing and shall expire 30 months following the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitationsFebruary 28, 2002 (the "Termination Date"); providedPROVIDED, howeverHOWEVER, that if, at any time prior to the expiration of the applicable survival periodTermination Date, any Parent Indemnitee or Stockholder Indemnitee (acting in good faith) delivers to the Shareholders Stockholders' Agent or Parent, as the case may be, a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Company, on the one hand, or any of Parent and Merger Sub, on the Shareholders 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 applicable survival period Termination Date until such time as such claim is fully and finally resolved. The representations and warranties made by Parent and Merger Sub in Article 4 shall expire 30 months following the Closing Date. (b) The representations, warranties, covenants and obligations of the Company Company, on the one hand, and Parent and Merger Sub, on the Shareholdersother 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, (i) each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.Agreement and (ii) each statement or other item of information set forth in the Parent

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders Stockholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing CertificatesSection 2) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations)Date; provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders Stockholders (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 applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent and Merger Sub in Article 4 shall terminate and expire 30 months following as of the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company Acquired Corporations and the ShareholdersStockholders, 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule 32. shall be deemed to be a representation and warranty made by the Company and the Shareholders Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections Section 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations"TERMINATION DATE"); provided, however, that if, at any time prior to the expiration of the applicable survival periodTermination Date, any Indemnitee (acting in good faith) delivers to the Shareholders Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of and the Shareholders Company Executives set forth in Section 2 (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 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period Termination Date until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent shall terminate and Merger Sub in Article 4 shall expire 30 months following as of the Closing Date, and any liability of Parent with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company and the ShareholdersCompany, 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing CertificatesSection 2) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations"Termination Date"); providedPROVIDED, howeverHOWEVER, that if, at any time prior to the expiration of the applicable survival periodTermination Date, any Indemnitee (acting in good faith) delivers to the Shareholders Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders (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 applicable survival period Termination Date until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent and Merger Sub in Article 4 shall terminate and expire 30 months following as of the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company and the ShareholdersCompany, 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 information furnished to, or any investigation made by or Knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections Section 2 and 3 hereof and the representations and warranties set forth in the Shareholders' Closing CertificatesCertificate) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations)Date; provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to any of the Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of and the Shareholders (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 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties made by the Parent and Merger Sub in Article 4 shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date. (b) The representations; provided, warrantieshowever, covenants and obligations that if, at any time prior to the first anniversary of the Company Closing Date, any Shareholder (acting in good faith) delivers to Parent and Merger Sub a written notice alleging the Shareholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited existence of an inaccuracy in or otherwise affected by or as a result breach of any information furnished to, or any investigation made by or Knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event representations and warranties made by Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. and Merger Sub (c) For purposes of this Agreement, each statement or other item of information set and setting forth in reasonable detail the Disclosure Schedule basis for such Shareholder's belief that such an inaccuracy or in any update to the Disclosure Schedule shall be deemed to be breach may exist) and asserting a representation and warranty made by the Company and the Shareholders in this Agreement.claim for recovery under Section 6.2 based on such alleged

Survival of Representations, Etc. (a) The representations representations, warranties and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) covenants of each party pursuant to this Agreement shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations)Date; provided, however, (i) that fraud claims shall survive for the statute of limitations applicable to claims based on such matters, (ii) claims under Sections 2.27 and 2.28 hereof shall survive indefinitely and (iii) that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee party seeking indemnification under this Section 10 (an "INDEMNIFIED PARTY") (acting in good faith) delivers to the Shareholders party from whom such indemnification is sought (an "INDEMNIFYING PARTY") a written notice alleging the existence of an inaccuracy in or a breach Breach of any of the representations and warranties made by the Company Indemnifying Party or a Breach of any of the Shareholders covenant contained herein (and setting forth in reasonable detail the basis for such IndemniteeIndemnified Party's belief that such an inaccuracy or breach a Breach may exist) and asserting a claim for recovery under Section 9.2 10.2 or Section 10.3, whichever is applicable, based on such alleged inaccuracy or breachBreach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties made by Parent and Merger Sub in Article 4 shall expire 30 months following the Closing Date. (b) The representations, warranties, covenants and obligations of the Company and the Shareholderseach Indemnifying Party, and the rights and remedies that may be exercised by the Indemniteeseach Indemnified Party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Indemnitees Indemnified Party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Selling Shareholders in this Agreement.

Survival of Representations, Etc. (aA) The representations and warranties made by the Company PROVIDENCE, and the Shareholders GOURMET (including the representations and warranties set forth in Sections 2 Articles II and 3 hereof and the representations and warranties set forth in the Closing Certificates) III, shall survive the Closing and shall expire 30 months following the Closing Date Effective Time for a period of one (except for Sections 2.11) year, 2.3PROVIDED, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations); provided, howeverHOWEVER, that if, at any time prior to the expiration first annual anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders either party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders either party (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 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties made by Parent and Merger Sub in Article 4 shall expire 30 months following the Closing Date. (bB) The representations, warranties, covenants and obligations of the Company PROVIDENCE, and the ShareholdersGOURMET, and the rights and remedies that may be exercised by the Indemniteeseither party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any knowledge of the Indemnitees either party or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (cC) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders PROVIDENCE or GOURMET in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Sections 2 and 3 hereof and the representations and warranties set forth in the Closing CertificatesSection 2) shall survive the Closing and shall expire 30 months following on the first anniversary of the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the expiration of its respective statute of limitations)Date; provided, however, that if, at any time prior to the expiration first anniversary of the applicable survival periodClosing Date, any Indemnitee (acting in good faith) delivers to the Shareholders Securityholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company or any of the Shareholders (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 in accordance with the Escrow Agreement based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period first anniversary of the Closing until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent and Merger Sub in Article 4 shall survive the Closing and shall expire 30 nine (9) months following the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereafter cease. (b) The representations, warranties, covenants and obligations of the Company and the ShareholdersCompany, 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 information furnished to, or any investigation made by or Knowledge knowledge of, any of the Indemnitees or any of their Representatives. Notwithstanding the foregoing, in the event Parent has knowledge, as the result of written information furnished to Parent by the Company or any of the Shareholders, of a material fact required to be disclosed on any part of the Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for purposes of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholders in this Agreement.