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

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All ------------------------------------------------------------ representations, warranties, covenants and obligations in this Agreement, the schedules and the certificates delivered pursuant to this Agreement will survive the Closing; provided that (i) the representations and warranties set forth in -------- Article III (other than those representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall terminate twelve months after the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive until the expiration of the applicable statute of limitations with respect thereto. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All ------------------------------------------------------------ representations, warranties, covenants (a) The representations and obligations warranties given or made by any Party in this Agreement, the schedules and the certificates delivered pursuant to this Agreement will Articles 4 or 5 hereof or in any certificate or other writing furnished in connection herewith shall survive the Closing; provided Closing for a period of five (5) years after the Closing Date and shall thereafter terminate and be of no further force or effect, except that (i) the representations and warranties set forth in -------- Article III Section 4.12 shall not survive past the Closing Date and shall terminate upon the Closing (other than those ii) all representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, Section 4.1, 4.2 and Section 4.2, Section 4.3, Section 4.9, Section 4.10, Section 4.11, Section 4.14, Section 5.1, Section 5.2, Section 5.3 or Section 5.5 shall survive the Closing for a period of ten (10) or in any certificate, instrument or other document delivered hereunder shall terminate twelve months years after the Closing Date, and (iiiii) any representation or warranty as to which a third-party claim or a good-faith claim by a Party (including a contingent claim) shall have been asserted during the survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. (b) The covenants and agreements set forth of the Parties contained in this Agreement (other than Agreement, including those set forth in this Article VIII ARTICLE 7 and Section 10.3 shall survive the Closing indefinitely, unless otherwise specified herein. The survival period of the covenant set forth in Articles IXSection 6.4(k) for purposes of any claim for damages for breach of such covenant shall be limited as if the breach of the covenant were the breach of the representation or warranty which the Seller's actions have caused to be untrue. (c) The representations and warranties of the Parties set forth herein, X subject to the express exceptions thereto, and XI) the representations and warranties of Guarantor set forth in the Guaranty, shall terminate twelve months not be affected by any information furnished to, or any investigation or audit conducted before or after the Effective Date or the Closing Date by, any of the Parties or their respective representatives in connection with the Transactions. Each Party shall be entitled to rely upon the representations and warranties of the other Party set forth herein and, in the case of Purchaser, the representations and warranties of Guarantor set forth in the Guaranty, notwithstanding any investigation or audit conducted before or after the Closing Date and (iii) or the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive until decision of any Party to complete the expiration of the applicable statute of limitations with respect theretoClosing. The right to indemnification, payment of damages indemnification or other remedy based on such any of the representations, warranties, covenants and or obligations in this Agreement or any of the Ancillary Agreements will not be affected by any investigation or audit conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, of or compliance with, any such representation, warranty, covenant covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All ------------------------------------------------------------ (a) The representations, warranties, warranties and covenants and obligations in this Agreement, of the schedules and the certificates delivered pursuant to this Agreement will parties shall survive the Closing; provided that Closing until the twelfth (12th) month anniversary of the Closing Date, except for (i) the representations and warranties set forth in -------- Article III (other than those Company's representations and warranties set forth in Sections 3.13.1 (Organization and Good Standing), 3.23.2 (Authority; No Conflict; No Consent), 3.33.3 (Capitalization; Title to Interests), 3.83.6 (Title to Properties; Encumbrances), 3.153.16 (Finders; Brokers), 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall terminate twelve months after the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the Sellers' representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.14.1 (Organization and Good Standing), 4.2 (Authority; No Conflict; No Consent), 4.3 (Title to Interests), and 4.3 the Buyer's representations and warranties set forth in Sections 5.1 (Organization and Good Standing), and 5.2 (Authority; No Conflict; No Consent), which shall survive indefinitely, and (ii) the Company's representations and warranties set forth in Sections 3.19 (Labor Matters), 3.20 (Taxes), 3.21 (Employee Benefits; ERISA), and 3.22 (Environmental Matters), the mutual tax covenants contained in Section 7, and the covenant relating to historical indemnification claims contained in Section 12, which representations, warranties and covenants shall survive the Closing until the expiration of the applicable statute of limitations (as applicable, the "Survival Period"). Nothing contained in the foregoing sentence shall prevent recovery under this Section 11 after the expiration of the Survival Period so long as the party making a claim or seeking recovery complies with respect theretothe provisions of clause (x) and (y) of the following sentence. No Party shall have any claim or right of recovery for any breach of a representation, warranty, covenant or agreement unless (x) written notice is given in good faith by that Party to the other Party of the representation, warranty, covenant or agreement pursuant to which the claim is made or right of recovery is sought setting forth in reasonable detail the basis for the purported breach of the representation, warranty, covenant or agreement, the amount or nature of the claim being made, if then ascertainable, and the general basis therefor and (y) such notice is given prior to the expiration of the Survival Period. (b) The right of any indemnified party to indemnification, payment of damages Damages or other remedy based on such representations, warranties, covenants and obligations of any indemnifying party will not be affected by any investigation conducted with respect toby such indemnified party, or any knowledge Knowledge acquired (or capable of being acquired) at any timeby such indemnified party (except for, whether in the case of a Buyer's Indemnified Person, the actual knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) before or after the execution and delivery of this Agreement or the Closing Date, in each case, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability.compliance

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All ------------------------------------------------------------ representations(a) Subject to Section 9.10, warranties, covenants all representations and obligations warranties contained in this Agreement, Agreement shall terminate one year after the schedules and the certificates delivered pursuant to this Agreement will survive the ClosingClosing Date; provided that (i) the representations and warranties set forth contained in -------- Article III Section 4.1 (other than those representations Organization Qualification), Section 4.2 (Ownership of Equity Interests), Section 4.3(a) (Authority), Section 4.13 (Environmental Matters), 4.14 (Employee Benefit Plans), Section 4.21 (Brokers) and warranties set forth in Sections 3.1Section 4.28 (Nevada Takeover Statutes), 3.2Section 5.1 (Organization of Purchaser), 3.3Section 5.2 (Ownership), 3.8Section 5.3(a) (Authority), 3.15, 4.1, 4.2 and 4.3Section 5.4 (Brokers) or in any certificate, instrument or other document delivered hereunder shall terminate twelve months after survive the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive until only upon the expiration of the applicable statute of limitations with respect theretolimitations, if any; provided further, that the representations and warranties contained in Section 4.2 (Ownership of Equity Interests)shall survive the Closing indefinitely. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.1(a) shall limit any covenant, obligation or agreement of the Parties which by its terms contemplates performance after the Closing. (b) The right of the Purchaser Indemnified Parties, on the one hand, and the Seller Indemnified Parties, on the other hand, to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations will shall not be affected by any investigation conducted with respect toconducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, of or compliance with, any such representationof the representations, warrantywarranties, covenant covenants, obligations or obligationagreements set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warrantywarranty set forth in this Agreement, or on the performance of or compliance with any covenant covenant, obligation or obligationagreement set forth in this Agreement, will shall not affect the right to indemnification, payment of damages indemnification or other remedy based on such representations, warranties, covenants covenants, obligations and obligations. In the event that any matter which constitutes a breach of a representation or warranty of agreements. (c) Notwithstanding anything in this Agreement also constitutes a matter which is a Retained Liabilityto the contrary, if the limitations on survival Closing occurs each of the Seller Indemnified Parties hereby waives any right to indemnification, contribution, reimbursement, set-off or other rights to recovery that it might otherwise have against the Company with respect to representations, warranties, covenants, obligations and agreements made by any of the MGM Entities contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained LiabilityAgreement.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All ------------------------------------------------------------ representations, warranties, covenants and obligations in this Agreement, the schedules Disclosure Schedule and the certificates any other certificate or document delivered pursuant to this Agreement will survive the Closing; provided that Closing and the Effective Time and continue in full force and effect: (ia) in the case of the representations and warranties set forth in -------- Article III (other than those representations and warranties set forth of Seller in Sections 3.13.10, 3.23.12 and 3.18, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall terminate twelve months after the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive until the expiration of the applicable statute of limitations with respect theretoto the matter to which the claim relates, (b) in the case of the representations and warranties of Seller in Sections 3.4, 3.8, 3.9 and 3.29, until 15 business days after the release of the audited consolidated financial statements of TKOG for the year ending December 31, 1998, and (c) in the case of all other representations and warranties of Seller (other than the representations and warranties in Sections 3.2(a), 3.3, 3.21(g), 3.23, 3.24 and 3.36), and all of the representations and warranties of TKOG and Buyer (other than the representations and warranties in Sections 4.2(a), 4.3, 4.5 and 4.6), until the first anniversary of the Closing Date; unless in any such case notice of a claim for indemnity with respect to any representation or warranty pursuant to Section 11.4 shall have been given in writing on or before any such relevant date, in which case the representation or warranty to which such notice applies (and the indemnification obligations under Section 11.2 or 11.3, as the case may be, arising therefrom) shall survive in respect of such claim until the final determination or settlement of such claim, it being understood and agreed that if a notice of a claim pursuant to such 11.4 shall not have been given on or before any such relevant date, no claim for indemnification hereunder may be made pursuant to Section 11.4. The representations and warranties of Seller in Sections 3.2(a), 3.3, 3.21(g), 3.23, 3.24 and 3.36, the representations and warranties of TKOG and Buyer in Sections 4.2(a), 4.3, 4.5 and 4.6 and all of the covenants of Seller and TKOG and Buyer contained in this Agreement shall survive the Closing and the Effective Time and continue in full force and effect forever thereafter. (b) Neither party will have the right to indemnification, payment of damages Damages (as defined below) or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, matter which was disclosed in the Disclosure Schedule or any representation, warranty, covenant or obligation from the other party to the extent that the party seeking indemnification, Damages or any other remedy had actual knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or prior to the Closing Date, with respect to Date of the accuracy or inaccuracy of, or compliance with, breach of any such representation, warranty, covenant or obligation. The waiver of ; provided that if any condition based on such breach was disclosed in the accuracy of any representation or warrantyDisclosure Schedule, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which disclosure is a Retained Liability, the limitations on survival contained complete in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liabilityall material respects.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All ------------------------------------------------------------ (a) The representations, warranties, warranties and covenants and obligations in this Agreement, of the schedules and the certificates delivered pursuant to this Agreement will Parties shall survive the Closing; provided that Closing until the first anniversary of the Closing Date, except for (i) the Company's representations and warranties set forth in -------- Article III SECTIONS 3.1(a), (other than those c) and (d) (Organization and Good Standing), 3.2(b) (Authority; No Conflict; No Consent), 3.3 (Capitalization), and the Sellers' representations and warranties set forth in Sections 3.1SECTIONS 4.1 (Organization and Good Standing), 3.24.2(b) and (c) (Authority; No Conflict; No Consent), 3.3and 4.3 (Title to Interests), 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder which shall terminate twelve months after the Closing Datesurvive indefinitely, (ii) the covenants Parent's, Buyer Parent's and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the Buyer's representations and warranties set forth in Sections 3.1SECTIONS 5.1 (Organization and Good Standing) and 5.2(b) and (c) (Authority; No Conflict; No Consent), 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 which shall survive indefinitely, (iii) the Company's representations and warranties set forth in SECTION 3.27 (Environmental Matters) shall survive the Closing until the fifth anniversary of the Closing Date, and (iv) the Company's representations and warranties set forth in SECTIONS 3.21 (Labour Matters), 3.22 (Taxes), 3.23 (Employee Benefits), Kitchener's representations and warranties in Sections 4.5, 4.6, 4.7 and the mutual tax covenants contained in SECTION 7, which representations, warranties and covenants shall survive the Closing until the expiration of the applicable statute of limitations (as applicable, the "Survival Period"). Nothing contained in the foregoing sentence shall prevent recovery under this SECTION 11 after the expiration of the Survival Period so long as the party making a claim or seeking recovery complies with respect theretothe provisions of clause (x) and (y) of the following sentence. No Party shall have any claim or right of recovery for any breach of a representation, warranty, covenant or agreement unless (x) written notice is given in good faith by that Party to the other Party of the representation, warranty, covenant or agreement pursuant to which the claim is made or right of recovery is sought setting forth in reasonable detail the basis for the purported breach of the representation, warranty, covenant or agreement, the amount or nature of the claim being made, if then ascertainable, and the general basis therefor and (y) such notice is given prior to the expiration of the Survival Period. (b) The right of any indemnified party to indemnification, payment of damages Damages or other remedy based on such representations, warranties, covenants and obligations of any indemnifying party will not be affected by any investigation conducted with respect toby such indemnified party, or any knowledge Knowledge acquired (or capable of being acquired) at any timeby such indemnified Party (except for, whether in the case of a Buyer's Indemnified Person, the actual knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) before or after the execution and delivery of this Agreement or the Closing Date, in each case, with respect to the accuracy or inaccuracy of, of or compliance with, any such representation, warranty, covenant or obligationobligation of such indemnifying party whether before or after the Closing Date; provided, that the indemnifying Persons shall have the burden of proving actual knowledge in the case of ▇▇▇▇▇▇ ▇. The waiver of any condition based on the accuracy of any representation ▇▇▇▇▇▇ or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability▇▇▇▇▇▇▇ ▇.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All ------------------------------------------------------------ (a) The representations, warranties, warranties and covenants and obligations in this Agreement, of the schedules and the certificates delivered pursuant to this Agreement will Parties shall survive the Closing; provided that Closing until the twelfth (12th) month anniversary of the Closing Date, except for (i) the representations and warranties set forth in -------- Article III (other than those Company's representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall terminate twelve months after the Closing Date3.1(a), (iic) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iiid) (Organization and Good Standing), 3.2(b) (Authority; No Conflict; No Consent), 3.3 (Capitalization; Title to Interests), the Sellers' representations and warranties set forth in Sections 3.14.1 (Organization and Good Standing), 3.24.2(b) and (c) (Authority; No Conflict; No Consent), 3.34.3 (Title to Interests), 3.8, 3.15, 4.1, 4.2 and 4.3 which shall survive indefinitely, (ii) the Buyer's and Parent's representations and warranties set forth in Sections 5.1 (Organization and Good Standing), and 5.2(b) and (c) (Authority; No Conflict; No Consent), which shall survive indefinitely, and (iii) the Company's representations and warranties set forth in Sections 3.19 (Labor Matters), Section 3.20 (Taxes), 3.21 (Employee Benefits; ERISA), and 3.22 (Environmental Matters) and the mutual Tax covenants contained in Section 7, which representations, warranties and covenants shall survive the Closing until the expiration of the applicable statute of limitations (as applicable, the "Survival Period"); provided, however, that the Survival Period for the Company's representations and warranties set forth in Section 3.22 relating to environmental matters solely in Canada shall be the fifth (5th) anniversary of the Closing Date. Nothing contained in the foregoing sentence shall prevent recovery under this Section 11 after the expiration of the Survival Period so long as the Party making a claim or seeking recovery complies with respect theretothe provisions of clause (x) and (y) of the following sentence. No Party shall have any claim or right of recovery for any breach of a representation, warranty, covenant or agreement unless (x) written notice is given in good faith by that Party to the other Party of the representation, warranty, covenant or agreement pursuant to which the claim is made or right of recovery is sought setting forth in reasonable detail the basis for the purported breach of the representation, warranty, covenant or agreement, the amount or nature of the claim being made, if then ascertainable, and the general basis therefor and (y) such notice is given prior to the expiration of the Survival Period. (b) The right of any indemnified party to indemnification, payment of damages Damages or other remedy based on such representations, warranties, covenants and obligations of any indemnifying party will not be affected by any investigation conducted with respect toby such indemnified party, or any knowledge Knowledge acquired (or capable of being acquired) at any timeby such indemnified party (except for, whether in the case of a Buyer's Indemnified Person, the actual knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) before or after the execution and delivery of this Agreement or the Closing Date, in each case, with respect to the accuracy or inaccuracy of, of or compliance with, any such representation, warranty, covenant or obligationobligation of such indemnifying party whether before or after the Closing Date; provided, that the indemnifying Persons shall have the burden of proving actual knowledge in the case of ▇▇▇▇▇▇ ▇. The waiver of any condition based on the accuracy of any representation ▇▇▇▇▇▇ or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability▇▇▇▇▇▇▇ ▇.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Exceptions. All ------------------------------------------------------------ representations, warranties, covenants covenants, and obligations to be performed prior to Closing in this Agreement, the schedules Exhibits, the Disclosure Schedules, the supplements to the Disclosure Schedules, and the certificates any other certificate or document delivered pursuant to this Agreement will survive the ClosingClosing for a period of two (2) years; provided provided, however, that (i) notwithstanding the foregoing, Sellers' indemnification obligations, with respect to a breach of the representations and warranties set forth in -------- Article III (other than those representations a) under Section 3.2(a) shall survive for the maximum time period permitted by law, (b) under Section 2.3 and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder 2.7 shall terminate twelve months after survive the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive until the expiration of the applicable statute of limitations with respect theretolimitations, (c) under Section 3.11 shall survive for a period of 7 years following the Closing Date, and (d) under Section 12.2(b) shall survive for 5 years (such items referred to in this Section 12.1(a), (b), (c) and (d) and in Section 12.2(a)(iv) are collectively referred to herein as the "Excluded Basket Items"). The right to indemnification, payment of damages Damages or other remedy based on such representations, warranties, covenants covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to and the determination of the accuracy or inaccuracy of, of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warrantycovenant, or on the performance of or compliance with obligation will be determined as if all references to "material" and "materially" were deleted from any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liabilityrepresentation.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All ------------------------------------------------------------ representations, representations and warranties, covenants and obligations of the Parties in this Agreement, the schedules Contribution Agreement and the certificates delivered pursuant to this Merger Agreement will survive the Closing; provided that Closing for a period of twelve (i12) the representations and warranties set forth in -------- Article III (other than those representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall terminate twelve months after the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after following the Closing Date and (iii) the “12-Month Survival Period”); provided, however, that the representations and warranties set forth in Sections 3.13.2(c) and (d) shall not survive closing; provided, 3.2further, 3.3that (i) the covenants and obligations in this Agreement that, 3.8by their terms, 3.15, 4.1, 4.2 and 4.3 are to be performed prior to the Closing shall survive until the expiration expire as of the applicable Closing, and upon the occurrence of the Closing, shall thereafter be of no further force or effect and the covenants and obligations set forth in Articles 2, 9, 11 and 12 of this Agreement and the covenants and obligations in the Merger Agreement and the Contribution Agreement that contemplate actions after the Closing will survive indefinitely; (ii) other than as to Tax and ERISA Representations (as defined below), the provisions set forth in Section 11.2(a)(i) and Section 11.2(a)(ii) will survive the Closing for a period of twenty-four (24) months following the Closing Date (the “24-Month Survival Period” to the extent that the breach of the representation and warranty giving rise to a Covered Claim results from claims actually made by Persons (including Governmental Entities) other than the Company, its Subsidiaries, and the Acquiring Parties and their Affiliates during the 24-Month Survival Period (the “Third Party Claims”) and notice thereof is given to the Shareholder Representatives as provided herein within the 24-Month Survival Period; (iii) as to breaches of the representations and warranties set forth in Sections 4.3 and 4.4 (the “Tax and ERISA Representations”) the provisions set forth in Section 11.2(a)(i), will survive the Closing for a period of thirty six (36) months following the Closing Date (the “36-Month Survival Period,” and each of the 12-Month Survival Period, the 24-Month Survival Period and the 36-Month Survival Period, as to the representations and warranties to which they apply, the “Survival Period”) to the extent that notice thereof is given to the Shareholder Representatives as provided herein (“Tax Claims”) and provided the breach of representations and warranties giving rise to a Covered Claim results in written notice of a claim or potential claim (including a request for an extension or waiver of the statute of limitations with respect thereto. The limitations) received by the Company during the 36-Month Survival Period (except in the case of a breach of the representations in Section 4.3(a)(ii), (iii), (x), (xi), (xiv), (xv), (xvi) or (xviii), as to which a Tax Claim may arise where Damages are recoverable that do not result from a Tax Audit in the circumstances described in Section 11.2(e)(i) and the Schedule referenced therein). (b) Except as otherwise provided in Section 11.2 below, the right to indemnification, payment of damages Damages or any other remedy based on such representations, warranties, covenants covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, of or compliance with, any such representation, warranty, covenant covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. (a) All ------------------------------------------------------------ representations, warranties, covenants representations and obligations warranties in this Agreement, the schedules and the certificates delivered pursuant to this Agreement will survive the Closing; provided that (i) the representations and warranties set forth in -------- Article III (Disclosures Schedules or any other than those representations and warranties set forth in Sections 3.1document, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, schedule or instrument delivered or other document delivered hereunder executed pursuant hereto shall terminate twelve months survive for two years after the Closing Date, (ii) the covenants and agreements set forth in this Agreement (other than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (iii) the representations and warranties set forth contained in (i) Sections 3.15.1(a) (Organization, 3.2Good Standing and Qualification), 3.35.1(b) (Capital Structure), 3.85.1(c) (Authority and Approval), 3.155.1(v) (Brokers and Finders), 4.15.2(a) (Organization and Qualification), 4.2 5.2(b) (Capitalization of Merger Sub), 5.2(c) (Capital Structure of Parent), 5.2(d) (Corporate Authority) and 4.3 5.2(g) (Brokers and Finders) which shall survive the Closing Date indefinitely and (ii) Section 5.1(l) (Taxes) and 5.1(h) (Employee Benefits) which shall survive the Closing Date until the expiration of the applicable relevant statute of limitations limitations, and (iii) Section 5.1(k) (Environmental Matters) which shall survive for five (5) years after the Closing Date. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance. (b) Each party's indemnification obligations pursuant to this Article concerning any representation, warranty, covenant, agreement or obligation shall terminate when the applicable representation, warranty, covenant, agreement or obligation terminates pursuant to this Article; provided, however, that such obligations to indemnify shall not terminate with respect thereto. to a particular item as to which, before the expiration of the applicable survival period, the party seeking indemnification has made a claim by delivering a notice of such claim (in accordance with the terms of this Article IX) to the party from which indemnification is sought. (c) The right to indemnification, indemnification and payment of damages or other remedy based on such representations, warranties, covenants and obligations will Losses pursuant to this Article shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, of or compliance with, any such representation, warranty, covenant covenant, agreement or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant covenant, agreement or obligation, will shall not affect the right to indemnification, indemnification and payment of damages or other remedy based on such representations, warranties, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained LiabilityLosses.