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

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the covenants, representations and warranties of the Vendor and ▇▇▇▇▇▇▇▇ contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby until the third anniversary of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USA, shall continue in full force and effect for the benefit of Crown USA during such period, except that: (a) the representations and warranties set out in subsections 3.1(a), (b) (c), (d), (e), (f), (g) and (h) hereof (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing Certificates")) shall survive and continue in full force and effect without limitation of time; (b) the representations and warranties set out in Section 3.1(x) hereof (and the corresponding representations and warranties set out in the Closing Certificates) shall survive the closing of the transactions contemplated hereby and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation in respect of any taxation year to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ or any of the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries filed any waiver or other document extending such period; and (c) a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the (a) The covenants, representations and warranties of the Vendor Seller and ▇▇each of the Stockholders contained herein (including this Section 9) and in the certificates and other documents delivered in connection herewith, including, without limitation, any information provided in any New Schedule provided pursuant to Section 5.5, shall survive the Closing for a period of 18 months from the Closing Date, provided that the indemnity relating to Taxes set forth in Section 9.2 (d) shall survive until the expiration of the applicable statutes of limitations for such Taxes (including any extensions thereof), provided further that the covenants of the Seller set forth in Section 8.4 (a), (b), (c) and (d) of this Agreement, shall survive forever, and the covenants of the Seller set forth in Section 8.4 (e) and (f) of this Agreement shall survive until the expiration or termination of the ▇▇▇▇▇▇ contained in this Agreement Road Lease, and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby until the third anniversary of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USA, shall continue in full force and effect for the benefit of Crown USA during such period, except that: (a) provided further that the representations and warranties set out in subsections 3.1(a), (b) (c), (d), (e), (f), (g) and (h) hereof (of the Seller and the corresponding Stockholders set forth in Section 3.22 of this Agreement shall survive the Closing for a period of 36 months from the Closing Date and provided further that covenants, representations and warranties set out in with respect to which a claim is made within the certificates to be delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing Certificates")) applicable survival period shall survive until such claim is finally determined and continue in full force and effect without limitation of time;paid. (b) The covenants of AFC and the representations and warranties Buyer set out forth in Section 3.1(x8.4 (b), (c) hereof and (d) of this Agreement shall survive until Seller has satisfied its obligations under Section 8.4 (a) hereof. The covenants of AFC and the corresponding representations and warranties Buyer set out forth in the Closing Certificates) Section 8.5 of this Agreement shall survive for a period of 36 months following the closing expiration or termination of the transactions contemplated hereby and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation in respect of any taxation year to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ Road Lease, provided, however, that the covenant of AFC and the Buyer to comply with ISRA pursuant to Section 8.5 shall survive for a period of 36 months following the expiration or any termination of the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any Road Lease or until AFC and the Buyer achieve Compliance with ISRA (to the extent such compliance is required under Section 8.5), whichever is later. The representations, warranties and all other covenants of AFC and the Buyer made in this Agreement and in the documents and certificates delivered in connection herewith shall survive the Closing for a period of 18 months following the Closing Date; provided however, that claims for indemnification under Section 9.3(c) with respect to such covenants, representations and warranties may be brought for a period of 36 months following the expiration of the Subsidiaries filed any waiver or other document extending ▇▇▇▇▇▇ Road Lease and provided, however, that such period; andcovenants, representations and warranties with respect to which a claim is made within such period shall survive until such claim is finally determined and paid. (c) a No claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation indemnification may be made at any time following with respect to a covenant, representation or warranty after the Closing Dateexpiration of the applicable survival period, subject only to applicable limitation periods imposed by lawother than claims based on intentional fraud.

Survival of Covenants, Representations and Warranties. 7.1 Survival Subject to the limitation below, all of Covenants, Representations and Warranties of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the covenants, representations and warranties of Seller set forth in Section 6.1 shall survive the Vendor Closing and ▇▇▇▇▇▇▇▇ contained in the delivery of the Deed. In the event that after the date of this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby until the third anniversary of prior to the Closing Date (1) Buyer discovers any material misrepresentation of Seller or any material breach of Seller’s representations or warranties hereunder (excluding any misrepresentation amounting to fraud) or (2) a change in circumstances occurs that causes one or more of Seller’s representations above to be materially untrue, then, for a period of 10 days following the discovery, Buyer shall have the right, as Buyer’s sole remedy, to terminate this Agreement, and, notwithstanding such closingif Buyer elects to terminate this Agreement, nor any investigation made by or on behalf of Crown USA, the following shall continue in full force and effect for the benefit of Crown USA during such period, except thatapply: (ai) Buyer shall be entitled to a return of the Deposit and any interest thereon. (ii) All title and escrow charges shall be paid by Seller. (iii) If Buyer elects to terminate based upon clause (1) above (i.e., a material misrepresentation or material breach of Seller’s representations and warranties set out in subsections 3.1(aor warranties), (b) (c), (d), (e), (f), (g) then Buyer may recover from Seller all reasonable costs incurred by Buyer during the course of Buyer’s review and (h) hereof (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing Certificates")) shall survive and continue in full force and effect without limitation of time; (b) the representations and warranties set out in Section 3.1(x) hereof (and the corresponding representations and warranties set out in the Closing Certificates) shall survive the closing investigation of the transactions contemplated hereby and continue in full force and effect untilProperty, but not beyond, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing provided that Seller’s liability for taxsuch costs shall not exceed $50,000.00. If, interest notwithstanding Buyer’s discovery of a misrepresentation of Seller or penalties under applicable tax legislation in respect a change of circumstances, Buyer elects to affirm this Agreement and proceed with the Closing, such election shall, upon the Closing, constitute a waiver by Buyer of any taxation year and all claims relating to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ misrepresentation of Seller or any change of circumstances. If, after the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries filed any waiver or other document extending such period; and (c) Closing, Buyer discovers a claim for any breach of any representation or warranty in Section 6.1, then any action by Buyer for breach of such representation or warranty under Section 6.1 must be commenced within one year after the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by lawClosing.

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties of the Vendor and ▇▇▇▇▇▇▇▇11.1. To the extent that they have not been fully performed at or prior to Closing, the The covenants, representations and warranties of the Vendor Vendors, the Purchaser and Lanc▇ ▇▇▇▇▇▇▇▇ contained tained in this Agreement and contained in any agreement, instrument, document or certificate or other document executed or delivered given pursuant hereto shall survive the closing of the transactions purchase and sale of the Purchased Shares contemplated hereby until the third anniversary of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USAthe Purchaser, shall continue in full force and effect for the benefit of Crown USA during such periodthe Purchaser and Lanc▇ ▇▇ the Vendors, except as the case may be, provided that: (ai) the covenants, representations and warranties set out in subsections 3.1(a)of the Vendors, except those relating to (A) tax liability on the part of the Purchased Corporations, (bB) (c), (d), (e), (f), (g) the ownership and title to the Purchased Shares by the Vendors and (hC) hereof (environmental matters and except for ongoing contractual obligations, shall terminate two years after the corresponding Closing Date unless the Purchaser or the Corporation shall have delivered to the Vendors' Counsel notice of any claim in respect of any specified covenants, representations and warranties set out prior to such date, in the certificates to be delivered pursuant to Sections 8.1(a) which case such specified covenants, representations and 8.2(a) hereof (the "Closing Certificates")) warranties shall survive and continue in full force and effect without limitation of timewith respect to such claim; (bii) the covenants, representations and warranties set out of the Vendors relating to environmental matters shall terminate three years after the Closing Date unless the Purchaser or the Corporation shall have delivered to the Vendors' Counsel notice of any claim in Section 3.1(x) hereof (and the corresponding respect of any specified covenants, representations and warranties set out relating to environmental matters prior to such date, in the Closing Certificates) which case such specified covenants, representations and warranties shall survive the closing of the transactions contemplated hereby and continue in full force and effect untilwith respect to such claim; (iii) the covenants, but not beyond, the expiration representations and warranties of the period, if any, during which an assessment, reassessment Vendors relating to the ownership and title to the Purchased Shares shall terminate ten years after the Closing Date unless the Purchaser or other form the Corporation shall have delivered to the Vendors' Counsel notice of recognized document assessing liability for tax, interest or penalties under applicable tax legislation any claim in respect of any taxation year to which such specified covenants, representations and warranties extend could relating to the ownership and title to the Purchased Shares prior to such date, in which case such specified covenants, representations and warranties shall continue in full force and effect with respect to such claim; (iv) there shall be issued under such tax legislation to ▇▇▇▇▇▇▇▇ or any no time limit on the covenants, representations and warranties of the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any Vendors relating to tax liability on the part of the Subsidiaries filed Purchased Corporations, provided that the Purchaser shall not, from and after the Closing Date permit the Corporation to enter into any agreement, waiver or other document extending such periodarrangement which provides for an extension of time with respect to the filing of any tax return or the payment or assessment of any tax, governmental charge or deficiency to which this indemnity relates; and (cv) the covenants, representations and warranties of the Purchaser and Lanc▇, ▇▇cept for ongoing contractual obligations, shall terminate two years after the Closing Date unless the Vendors shall have delivered to Lanc▇ ▇▇▇ice of any claim in respect of any specified covenants, representations and warranties prior to such date, in which case such specified covenants, representations and warranties shall continue in full force and effect with respect to such claim; 11.2. Any notice referred to in paragraph 11.1 may be general notice that circumstances have arisen which may lead to a claim for any breach of any of the representations and warranties contained in this Agreement or indemnification hereunder being made, provided that such circumstances shall be described with reasonable particularity in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by lawsuch notice.

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they the covenants have not been fully performed at or prior to the Time of Closing, the covenants, representations and warranties of the Vendor and ▇▇▇▇▇▇▇▇ contained in this Agreement and any agreement, instrument, certificate or other document executed or in all certificates and documents delivered pursuant hereto to or contemplated by this Agreement shall survive the closing of the transactions contemplated hereby until and shall terminate at the third anniversary expiration of two years following the Closing Date and, notwithstanding such closing, closing nor any investigation made by or on behalf of Crown USAthe party entitled to the benefit thereof, shall continue in full force and effect for the benefit of Crown USA during such periodthe party entitled to the benefit thereof, except that: (a) the representations and warranties set out in subsections 3.1(a)sections 3.1 to 3.6, (b) (c), (d), (e), (f), (g) and (h) hereof inclusive (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Sections 8.1(aSection 7.1(a) and 8.2(a) hereof (the "Closing Certificates")) shall survive and continue in full force and effect without limitation of time; (b) the representations and warranties set out in Section 3.1(x) hereof 3.27 (and the corresponding representations and warranties set out in the Closing Certificates) shall survive the closing of the transactions contemplated hereby and continue in full force and effect until, but not beyond, 120 days following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation in respect of any taxation year to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ or any of the Subsidiaries Corporation, provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries filed Corporation did not file any waiver or other document extending such period; and; (c) a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law; and (d) no claim for breach of any other representation, warranty or covenant shall be valid unless the party against whom such claim is made has been given notice thereof before the expiry of such two-year or other applicable period, as the case may be.

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the covenants, Vendors The representations and warranties of the Vendor and ▇▇▇▇▇▇▇▇ Vendors contained in this Agreement and any agreement, instrument, certificate or other document executed or in all certificates and documents delivered pursuant hereto to or contemplated by this Agreement shall survive the closing of the transactions contemplated hereby until the third anniversary of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USA, and shall continue in full force and effect for the benefit of Crown USA during such period, except thatthe Purchaser and Travelbyus provided however that no Claim in respect thereof shall be valid unless it is made within the following time periods: (a) in the case of any Claim in respect of a representation or warranty relating to a matter other than a matter relating to title to the Assets, within a period of 24 months from Closing; (b) in the case of any Claim in respect of a representation or warranty relating to title of any of the Vendors to the Assets there shall be no time limit within which such a Claim may be made; and (c) in the case of any Claim in respect of any representation or warranty including fraud or fraudulent misrepresentation subject only to applicable limitations imposed by law; and any such Claim as aforesaid shall be made in accordance with the provisions set forth in Article 13, and upon the expiry of the relevant limitation period referred to in clauses (a) and (c) above, the Vendors shall have no further liability to the Purchaser and Travelbyus with respect to the representations and warranties referred to in such clauses, respectively, except in respect of Claims which have theretofor been made in accordance with the provisions set out in subsections 3.1(a), (b) (c), (d), (e), (f), (g) and (h) hereof (and the corresponding forth above. The survival of such representations and warranties set out shall continue for the applicable limitation period notwithstanding any investigation made by or on behalf of the Purchaser and/or Travelbyus. 7.2 Survival of Representations and Warranties of the Purchaser and Travelbyus The representations and warranties of the Purchaser and Travelbyus contained in the this Agreement and in all certificates to be and documents delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing Certificates")) or contemplated by this Agreement shall survive Closing and shall continue in full force and effect without limitation for the benefit of time;the Vendors provided however that no Claim in respect thereof shall be valid unless it is made within the following time periods: (a) in the case of any Claim in respect of a representation or warranty relating to a matter other than (b) below, within the period during which the Purchaser and Travelbyus are obligated to make any Royalty payments pursuant to this Agreement; and (b) in the case of any claim in respect of any representation or warranty including fraud or fraudulent misrepresentation subject only to applicable limitations imposed by law; and any such claim as aforesaid shall be made in accordance with the provisions set forth in Article 13, and upon the expiry of the relevant limitation period referred to in clause (a) and (b) above, the Purchaser and Travelbyus shall have no further liability to the Vendors with respect to the representations and warranties set out referred to in Section 3.1(x) hereof (and the corresponding representations and warranties set out in the Closing Certificates) shall survive the closing of the transactions contemplated hereby and continue in full force and effect untilsuch clauses, but not beyondrespectively, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation except in respect of any taxation year to Claims which have theretofor been made in accordance with the provisions set forth above. The survival of such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ shall continue for the applicable limitation period notwithstanding any investigation made by or any on behalf of the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries filed any waiver or other document extending such period; and (c) a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by lawVendors.

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they the covenants have not been fully performed at or prior to the Time of Closing, the covenants, representations and warranties of the Vendor and ▇▇▇▇▇▇▇▇ contained in this Agreement and any agreement, instrument, certificate or other document executed or in all certificates and documents delivered pursuant hereto to or contemplated by this Agreement shall survive the closing of the transactions contemplated hereby until and shall terminate upon the third anniversary earlier of: (i) two (2) years, and (ii) the term of the Vendor’s employment by RAC pursuant to the employment agreement annexed hereto as Schedule 8.1(l) plus six (6) months, in each case following the Closing Date and, notwithstanding such closing, closing nor any investigation made by or on behalf of Crown USAthe party entitled to the benefit thereof, shall continue in full force and effect for the benefit of Crown USA during such periodthe party entitled to the benefit thereof, except that: (a) the representations and warranties set out in subsections 3.1(a)Sections 3.1 to 3.5 inclusive, (b) (c)Sections 3.43 and 3.44, (d)Sections 4.1 to 4.3 inclusive, (e), (f), (g) and (h) hereof in Sections 5.1 to 5.3 inclusive (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Sections 8.1(a) and 8.2(a8.3(a) hereof (the "“Closing Certificates"”)) and the covenants and agreements contained in Sections 6.9, 6.13 and 6.14 shall survive and continue in full force and effect without limitation of time; (b) the representations and warranties set out in Section 3.1(x) hereof Sections 3.22 and 3.29 (and the corresponding representations and warranties set out in the Vendor’s Closing Certificates) shall survive the closing of the transactions contemplated hereby and continue in full force and effect until, but not beyond, thirty (30) days following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation in respect of any taxation year to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ or any either of the Subsidiaries Corporations, provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries Corporations filed any waiver or other document extending such period; and; (c) the representations and warranties set out in Section 3.28 (and the corresponding representations and warranties set out in the Vendor’s Closing Certificate) shall survive until the end of the applicable statutes of limitations period with respect thereto, except for any claims related to Environmental Laws, which shall survive only until two (2) years after the Closing Date; (d) a claim for indemnification for any breach or inaccuracy of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation by Vendor may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law; and (e) no claim for indemnification for any breach or inaccuracy of any other representation, warranty or covenant shall be valid unless the party against whom such claim is made has been given notice thereof before the expiration of the applicable period, as the case may be.

Survival of Covenants, Representations and Warranties. 7.1 8.1 Survival of Covenants, Representations and Warranties of the Vendor Vendors and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the covenants, NAGE The representations and warranties of the Vendor Vendors and ▇▇▇▇▇▇▇▇ NAGE contained in this Agreement and any agreement, instrument, certificate or other document executed or in all certificates and documents delivered pursuant hereto to or contemplated by this Agreement shall survive the closing of the transactions contemplated hereby until the third anniversary of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USA, and shall continue in full force and effect for the benefit of Crown USA during such period, except thatthe Purchaser and Travelbyus provided however that no Claim in respect thereof shall be valid unless it is made within the following time periods: (a) in the representations and warranties set out case of any Claim in subsections 3.1(a)respect of a representation or warranty relating to a matter other than a matter relating to title to the Purchased Assets or the Purchased Shares, within a period of 18 months from Closing; (b) (cin the case of any Claim in respect of a representation or warranty relating to title of any of the Vendors or NAGE to the Purchased Assets or the Purchased Shares and those matters set forth in sections 11.1(c), (d), (e), (f), (g), (h), (i), (j) and (hk) hereof there shall be no time limit within which such a Claim may be made; and (c) in the case of any Claim in respect of any representation or warranty including fraud or fraudulent misrepresentation subject only to applicable limitations imposed by law; and any such Claim as aforesaid shall be made in accordance with the corresponding provisions set forth in Article 11, and upon the expiry of the relevant limitation period referred to in clauses (a) and (c) above, the Vendors and NAGE shall have no further liability to the Purchaser and Travelbyus with respect to the representations and warranties referred to in such clauses, respectively, except in respect of Claims which have theretofor been made in accordance with the provisions set out forth above. The survival of such representations and warranties shall continue for the applicable limitation period notwithstanding any investigation made by or on behalf of the Purchaser and/or Travelbyus. 8.2 Survival of Representations and Warranties of the Purchaser and Travelbyus The representations and warranties of the Purchaser and Travelbyus contained in the this Agreement and in all certificates to be and documents delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing Certificates")) or contemplated by this Agreement shall survive Closing and shall continue in full force and effect without limitation for the benefit of timethe Vendors and NAGE provided however that no Claim in respect thereof shall be valid unless it is made within the following time periods: (a) in the case of any Claim in respect of a representation or warranty relating to a matter other than (b) or (c) below, within a period of 18 months from Closing; (b) the representations and warranties set out in Section 3.1(x) hereof (and the corresponding representations and warranties set out in the Closing Certificates) shall survive the closing case of the transactions contemplated hereby and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation any claim in respect of any taxation year representation or warranty including fraud or fraudulent misrepresentation subject only to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ or any of the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries filed any waiver or other document extending such periodapplicable limitations imposed by law; and (c) a claim for any breach in the case of any Claim in respect of those matters set forth in sections 11.2(c), (d) and (e), there shall be no time limit within which such a Claim may be made; and any such claim as aforesaid shall be made in accordance with the provisions set forth in Article 11, and upon the expiry of the relevant limitation period referred to in clause (a) and (b) above, the Purchaser and Travelbyus shall have no further liability to the Vendors and NAGE with respect to the representations and warranties contained referred to in this Agreement or such clauses, respectively, except in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be respect of Claims which have theretofor been made at any time following in accordance with the Closing Date, subject only to provisions set forth above. The survival of such representations and warranties shall continue for the applicable limitation periods imposed period notwithstanding any investigation made by lawor on behalf of the Vendors and NAGE.

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties All of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the covenants, representations and warranties of the Vendor and ▇▇▇▇▇▇▇▇ Buyer contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing Closing hereunder (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the transactions contemplated hereby until the third anniversary time of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USA, shall Closing) and continue in full force and effect until the earlier of (a) the date eighteen (18) months after the Closing Date and (b) the date upon which Buyer completes its audit of the Company for the benefit fiscal year ended December 31, 2013 (the “Base Survival Period”). All of Crown USA during such periodthe representations and warranties of Sellers and the Company contained in this Agreement shall survive the Closing Date for the Base Survival Period (even if Buyer knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing subject to Section 7.17), except thatexcept: (a) the with respect to representations and warranties set out contained in subsections 3.1(aSection 4.1 (Representations Regarding Sellers), the first two sentences of Section 4.3, all of Section 4.3(a) (Authority; No Conflict), Section 4.12 (Taxes) but only with respect to federal and state income Taxes, and Section 4.13 (Employee Benefits) (all of the foregoing in this Section 8.1(a) collectively, the “Fundamental Representations”), which shall survive the Closing hereunder (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing subject to Section 7.17) and continue in full force and effect until forever thereafter; (b) with respect to representations and warranties contained in Section 4.2 (Organization and Good Standing), the first sentence of Section 4.8 (Assets), which shall survive the Closing until April 15, 2017; and (c) with respect to representations and warranties contained in Section 4.20 (Environmental, Health and Safety Matters), which shall survive the Closing until April 15, 2019. By using the term “survival” the Parties do not intend to suggest that any representation or warranty hereunder is made at any time other than the times specified herein (as of the date of this Agreement and as of the Closing Date where applicable). The covenants of the Parties contained herein, including but not limited to those set forth in Sections 8.2(b), (d), (e), (f), (g) and (hf) hereof shall continue in accordance with their respective terms and survive forever thereafter (and subject to any applicable statutes of limitations), except that Sellers’ Liability under any covenants contained in Article 7 of this Agreement shall only survive until April 15, 2017. The period of time a representation, warranty, covenant or agreement survives the corresponding representations and warranties set out in the certificates to be delivered Closing pursuant to Sections 8.1(a) and 8.2(a) hereof (this Section 8.1 shall be the "Closing Certificates")“Survival Period” with respect to such representation, warranty, covenant or agreement. Indemnity Claims under Section 8.2(c) shall only survive until the earlier of one year from the date of discovery or April 15, 2019, which shall be its Survival Period. Indemnity Claims under Section 8.3 shall only survive until April 15, 2015 (except with respect to federal and continue in full force and effect without limitation of time; (b) the representations and warranties set out in Section 3.1(x) hereof (and the corresponding representations and warranties set out in the Closing Certificates) state income Tax issues which shall survive the closing forever thereafter), which shall be its Survival Period. So long as an Indemnified Party gives notice of the transactions contemplated hereby and continue in full force and effect until, but not beyond, an indemnification claim on or before the expiration of the periodapplicable Survival Period, if anysuch Indemnified Party shall be entitled to pursue its rights to indemnification under Sections 8.2, during which an assessment8.3 or 8.4, reassessment or other form as applicable. No party hereunder shall have any Liability under this Article 8 for any indemnification claim made after the expiration of recognized document assessing liability for tax, interest or penalties under the applicable tax legislation in respect Survival Period. In the event notice of any taxation year to which claim for indemnification under Sections 8.2, 8.3 or 8.4 shall have been given within the applicable Survival Period and such claim has not been finally resolved by the expiration of such Survival Period, the representations, warranties, covenants or agreements that are the subject of such claim shall survive the end of the Survival Period of such representations, warranties and covenants until such claim is finally resolved, but such representations and warranties extend could shall only survive with respect to such asserted claim. Subject to Section 7.17, any claim by an Indemnified Party for indemnification shall not be issued under adversely affected by any investigation by or opportunity to investigate afforded to such tax legislation to ▇▇▇▇▇▇▇▇ or any of the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ party, nor any of the Subsidiaries filed any waiver or other document extending shall such period; and (c) a claim for be adversely affected by such party’s Knowledge on or before the Closing Date of any breach of the type specified in Section 8.2, 8.3 or 8.4 or of any state of facts that may give rise to such a breach. The waiver of any condition based on the representations and warranties contained in this Agreement accuracy of any representation or in warranty, or on the performance of or compliance with any agreementcovenant or obligation, instrumentwill not adversely affect the right to indemnification, certificate payment of Damages or other document executed remedy based on such representations, warranties, covenants or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Dateobligations, subject only to applicable limitation periods imposed by lawexcept as provided in Section 7.17.

Survival of Covenants, Representations and Warranties. 7.1 Survival of Covenants, Representations and Warranties All of the Vendor and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the covenants, representations and warranties of the Vendor and ▇▇▇▇▇▇▇▇ Buyer contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing Closing hereunder (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the transactions contemplated hereby until the third anniversary time of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USA, shall continue in full force and effect for the benefit of Crown USA during such period, except that: (aClosing) the representations and warranties set out in subsections 3.1(a), (b) (c), (d), (e), (f), (g) and (h) hereof (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing Certificates")) shall survive and continue in full force and effect without limitation until eighteen months from the Closing Date. All of time; (b) the representations and warranties set out in Section 3.1(x) hereof (of Sellers and the corresponding Acquired Companies contained in this Agreement shall survive the Closing Date for the later of (i) eighteen (18) months from the Closing Date or (ii) the date of the release and distribution of Primoris’ 2011 audited financial statements (collectively, the “Base Survival Period”) (even if Buyer knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing subject to Section 7.17), except: (a) with respect to representations and warranties set out contained in Section 4.1 (Representations Regarding Sellers), the Closing Certificatesfirst two sentences of Section 4.3, all of Section 4.3(a) (Authority; No Conflict), and Section 4.12 (Taxes) but only with respect to federal and state income Taxes (all of the foregoing in this Section 8(a) collectively, the “Fundamental Representations”), which shall survive the closing Closing hereunder (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the transactions contemplated hereby time of Closing subject to Section 7.17) and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation in until forever thereafter; (b) with respect of any taxation year to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ or any contained in Section 4.2 (Organization and Good Standing), the first sentence of Section 4.8 (Assets) and Section 4.16 (Legal Proceedings), which shall survive the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries filed any waiver or other document extending such periodClosing until April 15, 2015; and (c) a claim for any breach of any of the with respect to representations and warranties contained in this Agreement Section 4.20 (Environmental, Health and Safety Matters), which shall survive the Closing until April 15, 2017. By using the term “survival” the Parties do not intend to suggest that any representation or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be warranty hereunder is made at any time following other than the times specified herein (as of the date of this Agreement and as of the Closing DateDate where applicable). The covenants of the Parties contained herein shall continue in accordance with their respective terms and survive forever thereafter (subject to any applicable statutes of limitations), except that Sellers’ Liability under any covenants contained in Article 7 of this Agreement shall only survive until April 15, 2015. The period of time a representation, warranty, covenant or agreement survives the Closing pursuant to this Section 8.1 shall be the “Survival Period” with respect to such representation, warranty, covenant or agreement. Indemnity Claims under Section 8.2(iii) shall only survive until the earlier of one year from the date of discovery or April 15, 2017, which shall be its Survival Period. Indemnity Claims under Section 8.3 shall only survive until April 15, 2013 (except with respect to federal and state income Tax issues which shall survive forever thereafter), which shall be its Survival Period. So long as an Indemnified Party gives notice of an indemnification claim on or before the expiration of the applicable Survival Period, such Indemnified Party shall be entitled to pursue its rights to indemnification under Sections 8.2, 8.3 or 8.4, as applicable. No party hereunder shall have any liability under this Article 8 for any indemnification claim made after the expiration of the applicable Survival Period. In the event notice of any claim for indemnification under Sections 8.2, 8.3 or 8.4 shall have been given within the applicable Survival Period and such claim has not been finally resolved by the expiration of such Survival Period, the representations, warranties, covenants or agreements that are the subject of such claim shall survive the end of the Survival Period of such representations, warranties and covenants until such claim is finally resolved, but such representations and warranties shall only survive with respect to applicable limitation periods imposed such asserted claim. Subject to Section 7.17, any claim by lawan Indemnified Party for indemnification shall not be adversely affected by any investigation by or opportunity to investigate afforded to such party, nor shall such a claim be adversely affected by such party’s Knowledge on or before the Closing Date of any breach of the type specified in Section 8.2, 8.3 or 8.4 or of any state of facts that may give rise to such a breach. 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 adversely affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants or obligations except as provided in Section 7.17.

Survival of Covenants, Representations and Warranties. 7.1 8.1 Survival of Covenants, Representations and Warranties of the Vendor Vendors and ▇▇▇▇▇▇▇▇. To the extent that they have not been fully performed at or prior to Closing, the covenants, NAGE The representations and warranties of the Vendor Vendors and ▇▇▇▇▇▇▇▇ NAGE contained in this Agreement and any agreement, instrument, certificate or other document executed or in all certificates and documents delivered pursuant hereto to or contemplated by this Agreement shall survive the closing of the transactions contemplated hereby until the third anniversary of the Closing Date and, notwithstanding such closing, nor any investigation made by or on behalf of Crown USA, and shall continue in full force and effect for the benefit of Crown USA during such period, except thatthe Purchaser and Travelbyus provided however that no Claim in respect thereof shall be valid unless it is made within the following time periods: (a) in the representations and warranties set out case of any Claim in subsections 3.1(a)respect of a representation or warranty relating to a matter other than a matter relating to title to the Purchased Assets or the Purchased Shares, within a period of 18 months from Closing; (b) (cin the case of any Claim in respect of a representation or warranty relating to title of any of the Vendors or NAGE to the Purchased Assets or the Purchased Shares and those matters set forth in sections 11.1(c), (d), (e), (f), (g), (h), (i), (j) and (hk) hereof there shall be no time limit within which such a Claim may be made; and (c) in the case of any Claim in respect of any representation or warranty including fraud or fraudulent misrepresentation subject only to applicable limitations imposed by law; and any such Claim as aforesaid shall be made in accordance with the corresponding provisions set forth in Article 11, and upon the expiry of the relevant limitation period referred to in clauses (a) and (c) above, the Vendors and NAGE shall have no further liability to the Purchaser and Travelbyus with respect to the representations and warranties referred to in such clauses, respectively, except in respect of Claims which have theretofor been made in accordance with the provisions set out forth above. The survival of such representations and warranties shall continue for the applicable limitation period notwithstanding any investigation made by or on behalf of the Purchaser and/or Travelbyus. 8.2 Survival of Representations and Warranties of the Purchaser and Travelbyus The representations and warranties of the Purchaser and Travelbyus contained in the this Agreement and in all certificates to be and documents delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing Certificates")) or contemplated by this Agreement shall survive Closing and shall continue in full force and effect without limitation for the benefit of timethe Vendors and NAGE provided however that no Claim in respect thereof shall be valid unless it is made within the following time periods: (a) in the case of any Claim in respect of a representation or warranty relating to a matter other than (b) or (c) below, within a period of 18 months from 55 - Closing; (b) the representations and warranties set out in Section 3.1(x) hereof (and the corresponding representations and warranties set out in the Closing Certificates) shall survive the closing case of the transactions contemplated hereby and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable tax legislation any claim in respect of any taxation year representation or warranty including fraud or fraudulent misrepresentation subject only to which such representations and warranties extend could be issued under such tax legislation to ▇▇▇▇▇▇▇▇ or any of the Subsidiaries provided neither ▇▇▇▇▇▇▇▇ nor any of the Subsidiaries filed any waiver or other document extending such periodapplicable limitations imposed by law; and (c) a claim for any breach in the case of any Claim in respect of those matters set forth in sections 11.2(c), (d) and (e), there shall be no time limit within which such a Claim may be made; and any such claim as aforesaid shall be made in accordance with the provisions set forth in Article 11, and upon the expiry of the relevant limitation period referred to in clause (a) and (b) above, the Purchaser and Travelbyus shall have no further liability to the Vendors and NAGE with respect to the representations and warranties contained referred to in this Agreement or such clauses, respectively, except in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be respect of Claims which have theretofor been made at any time following in accordance with the Closing Date, subject only to provisions set forth above. The survival of such representations and warranties shall continue for the applicable limitation periods imposed period notwithstanding any investigation made by lawor on behalf of the Vendors and NAGE.