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

Survival of Representations and Warranties and Covenants. Except for (i) the representations and warranties and covenants under Article XIII, which shall not terminate, and (ii) the representations and warranties under Section 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which shall survive until barred by the applicable statute of limitations plus thirty days thereafter (such representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (i) and (ii) of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or notice is given under Article XII with respect to any representation or warranty or covenant prior to the applicable expiration date, such representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafter.

Survival of Representations and Warranties and Covenants. Except (a) The representations and warranties of the Sellers or the Company contained in this Agreement shall survive the Closing until the eighteen month anniversary thereof; provided, that, for purposes of the R&W Insurance Policy, such representations and warranties shall survive for the applicable survival period set forth in such policy solely with respect to the available coverage under such policy; provided, however, that (iA) the representations and warranties made pursuant to Section 3.01, Section 3.02, Section 3.04, Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and covenants under Article XIII, which Section 4.25 (the “Surviving Representations”) shall not terminate, survive until the fifth anniversary of the Closing and (iiB) the representations and warranties under in Section 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which 4.13 shall survive until barred by the applicable statute third anniversary of limitations plus thirty days thereafter (such representations the Closing. Other covenants and warranties agreements of the Sellers contained herein shall survive until performed in this clause (iii) andaccordance with their terms. Notwithstanding the foregoing, together if Purchaser provides notice of a claim to Sellers in accordance with the representations and warranties in clauses (i) and (ii) terms of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed at or Agreement prior to the Closing contained herein shall expire on the last day expiration of the fifteenth month following the Closing Dateapplicable survival period set forth in this Section 9.01, except that if a claim or notice is given under Article XII with respect to any representation or warranty or covenant prior to then the applicable expiration daterepresentations and warranties, such representation or warranty or covenant covenants and/or agreements (as the case may be) shall continue indefinitely with respect survive as to such claim only until such claim is has been finally resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafterresolved or adjudicated.

Survival of Representations and Warranties and Covenants. Except 9.5.1 The representations and warranties of the Purchaser and the Seller contained in this Agreement or in any instrument delivered pursuant hereto shall survive the Closing solely for the purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (i18) months after the Closing Date; except that (a) the representations and warranties and covenants under Article XIIIcontained in Sections 4.1, which shall not terminate4.2, 4.3, 4.6, and 4.12.1, with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser shall survive the Closing and remain in effect indefinitely; (iib) the representations and warranties under contained in Section 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only 4.10 shall survive the Closing until 30 days after the expiration of the applicable statute of limitations with respect to the extent related matter to a Material Subsidiary or a Material Investment)which the claim relates, Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, as such limitation period may be extended from time to time; and (iiic) the representations and warranties under contained in Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which 4.19 shall survive until barred by the applicable statute of limitations plus thirty days thereafter (Closing and such representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (i) and (ii) of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed shall terminate at or prior to the Closing contained herein shall expire 11:59 p.m. on the last day of the fifteenth month following date that is six (6) years after the Closing Date, except that if a . Any claim or notice is given under Article XII for indemnification with respect to any representation or warranty or covenant prior to the applicable expiration date, of such representation or warranty or covenant shall continue indefinitely with respect to matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim until for indemnification of a Loss asserted within such claim is finally resolved. All claims period of survival as herein provided will be timely made for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafterpurposes hereof.

Survival of Representations and Warranties and Covenants. Except (a) The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the representations and warranties and covenants under Article XIIIcontained in Sections 4.1-4.3, which shall not terminate4.7, 4.16(g), 4.16(h), 4.21, and Article V shall survive the Closing and remain in effect until the expiration of the statute of limitations for written contracts; (ii) the representations and warranties under contained in Section 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to 4.11 shall survive the extent related to Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Material Subsidiary Company or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, any of its properties and (iii) the representations and warranties under contained in Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which 4.20 shall survive until barred by the applicable statute of limitations plus thirty days thereafter (such representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (i) and (ii) of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire and remain in effect until the close of business on the last day of the fifteenth month following date that is three years after the Closing Date, except that if a . Any claim or notice is given under Article XII for indemnification with respect to any representation or warranty or covenant prior of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the applicable expiration dateextent reasonably possible, the amount of such representation or warranty or covenant shall continue indefinitely with respect to claim) given as herein provided relating thereto within such claim until specified period of survival may not be pursued and is hereby irrevocably waived after such claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereaftertime.

Survival of Representations and Warranties and Covenants. Except for (i) The representations and warranties of the Parties made herein shall survive the Closing and continue in effect until the one year anniversary of the Closing Date; provided, however, that the representations and warranties and covenants under Article XIII, which shall not terminate, and (ii) the representations and warranties under set forth in Section 4.2 2.3 (Capitalization), Section 4.3 (Subsidiaries and Investments2.4(a) (but only to the extent related to a Material Subsidiary or a Material InvestmentAuthorization; Enforceability), Section 4.7 2.7(c) (No Brokers or Liabilities of the Designated Entities), Section 2.16(b) (Distributions), Section 2.18 (Transactions with Related Persons), Section 2.24 (Brokers, Finders), Section 4.14(d) 3.1 (EmployeesAuthorization; Enforceability), Section 4.15(b3.2 (Ownership of Shares), Section 3.3 (Representation by Counsel), Section 3.4 (Brokers, Finders), Section 4.1(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (TaxesAuthorization) and Section 4.24 4.3 (Environmental Compliance)Brokers, which shall survive until barred by the applicable statute of limitations plus thirty days thereafter Finders) (collectively, such representations and warranties the “Fundamental Reps”) shall survive in perpetuity. The covenants made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. Any claims under this clause (iii) and, together Agreement with respect to a breach of a representation and warranty or covenant must be asserted by written notice within the representations and warranties in clauses (i) and (ii) of applicable survival period contemplated by this Section 11.36.1, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or such written notice is given under Article XII in accordance with respect to any representation or warranty or covenant prior to the applicable expiration dateprovisions hereof and the provisions of the Escrow Agreement, the survival period for such representation or and warranty or covenant shall continue indefinitely with respect to such claim until such the claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafter.

Survival of Representations and Warranties and Covenants. Except for All representations and warranties that are covered by the indemnification agreements in Section 7.1(a) and 7.2(a) shall (ia) survive the Closing and (b) shall expire on the eighteen (18) month anniversary of the Closing Date, provided that the representations and warranties set forth in Sections 3.7, 3.8(a) and covenants under Article XIII, which 3.16 shall not terminatesurvive until the expiration of all statutes of limitation applicable to the matters referenced therein, and (ii) provided further that the representations and warranties under set forth in Section 4.2 3.10 shall survive for a period of five (Capitalization), Section 4.3 (Subsidiaries and Investments5) (but only to years from the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitelyClosing Date, and (iii) provided further that the representations and warranties under Section 4.17 set forth in Sections 3.1, 3.2, 3.3, 4.1, 4.2, and 4.3 shall survive without time limit. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, a Claim Notice based upon a breach of such representation or warranty, then the specific applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice. All covenants of the Parties (Taxesincluding the covenants that are covered by the indemnification agreements in Sections 7.1(b), (c), and (d) and Section 4.24 (Environmental Compliance7.2(b), which shall survive until barred by the applicable statute of limitations plus thirty days thereafter (such representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (ic) and (iid)) of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or notice is given under Article XII with respect to any representation or warranty or covenant prior to the applicable expiration date, such representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder without time limit, except those covenants which by their terms expire after a specified time limit shall survive the Closing until barred by the expiration of the applicable statute of limitations plus thirty days thereaftertime limit.

Survival of Representations and Warranties and Covenants. Except for (a) The representations and warranties of the Sellers contained in this Agreement shall survive the Closing until the earlier of (i) the representations and warranties and covenants under Article XIII, date which shall not terminate, any R&W Insurance Policy is bound and (ii) each of the representations and warranties under Section 4.2 following, as applicable: (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iiiA) the representations and warranties under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which shall survive until barred by expiration of the applicable statute of limitations plus thirty days thereafter with respect to the Fundamental Representations; (such representations and warranties in this clause (iiiB) and, together with respect to the representations and warranties contained in clauses Section 4.15 (i) and (ii) of this Section 11.3, the “Special Representations”Taxes), until 60 days following the expiration of the statute of limitations applicable to the subject matter of such representations and warranties; (C) with respect to the representations and warranties contained in Section 4.13 (Employee Benefit Plans), and covenants to be performed at or prior to Section 4.18 (Environmental Laws), until the Closing contained herein shall expire on the last day 24-month anniversary of the fifteenth month following the Closing Date; and (D) until the 12-month anniversary of the Closing Date in the case of all other representations and warranties (each, except that if a claim the “Survival Period”). (b) All of the covenants or notice is given under Article XII with respect to any representation or warranty or covenant prior to the applicable expiration date, such representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is finally resolved. All claims for actual fraud other agreements contained in this Agreement shall survive the Closing hereunder Date until barred by the applicable statute first to occur of limitations plus thirty days thereafter.(i) the date on which such covenants and agreements have been fully performed or fulfilled in accordance with their terms and no

Survival of Representations and Warranties and Covenants. Except The representations and warranties made herein shall survive the Closing and continue in effect for a period of eighteen (i18) months following the Closing Date; provided, however, that (a) the Fundamental Representations shall survive the Closing and continue in effect until thirty (30) days after the expiration of the applicable statute of limitations; (b) the representations and warranties and covenants under Article XIII, which shall not terminate, and contained in Section 5.7 (iiTax) the representations and warranties under Section 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which shall survive the Closing and continue in effect until barred by thirty (30) days after the expiration of the applicable statute of limitations plus thirty days thereafter in the jurisdiction of the relevant Acquired Subsidiary; and (such representations and warranties in this clause (iiic) and, together with the representations and warranties contained in clauses Section 5.11 (iIntellectual Property) and Section 5.15 (iiAnti-Bribery Laws, Export Control) shall survive for a period of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month three (3) years following the Closing Date. The covenants and other agreements made by the Parties herein shall survive in accordance with their respective terms, except that and if a claim no specific term is specified, until fully performed or notice is given discharged. Any claims under Article XII this Agreement with respect to any a breach of a representation or and warranty or covenant prior to must be asserted by written notice within the applicable expiration datesurvival period contemplated by this Section 11.1, and if such a notice is given, the survival period for such representation or and warranty or covenant shall continue indefinitely with respect to such claim until such the claim is finally fully resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafter.

Survival of Representations and Warranties and Covenants. Except for The representations and warranties of the Parties made herein shall survive the Closing and continue in effect through and including the later of (ia) the 15-month anniversary of the Closing Date and (b) March 31, 2015, except that the representations and warranties of the Company under Section 2.1 (Organization, Qualification and covenants under Article XIIIPower), which shall not terminateSection 2.2 (Subsidiaries), Section 2.3 (Capitalization and Related Matters), Section 2.4 (iiEnforceability; Noncontravention), Section 2.8 (Taxes), Section 2.14 (Intellectual Property), Section 2.21 (Environmental Matters), Section 2.24 (Employee Benefit Matters) and the representations and warranties of the Securityholders under Section 4.2 3.1 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only which are made pursuant to the extent related to a Material Subsidiary or a Material Investment)Side Agreements, Section 4.7 (No Brokers or Finders), Section 4.14(dLetters of Transmittal and Option Cancellation Agreements) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which shall survive until barred by the applicable statute of limitations plus thirty days thereafter (such representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (i) and (ii) of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or notice is given under Article XII with respect to any representation or warranty or covenant prior to the applicable expiration date, such representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder and continue in effect until barred the expiration of all applicable statutes of limitations with respect to the matters addressed therein (including any extensions or tollings thereof). The covenants made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. Any claims under this Agreement with respect to a breach of a representation and warranty or covenant must be asserted by written notice within the applicable statute of limitations plus thirty days thereaftersurvival period contemplated by this Section 8.1, and if such a notice is given, the survival period for such representation and warranty shall continue until the claim is fully resolved.

Survival of Representations and Warranties and Covenants. Except for (i) The representations and warranties of the Parties made herein shall survive the Closing and continue in effect until the fifteen month anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 2.1 (Organization; Power; Authority), 2.2 (Subsidiaries), 2.3 (Capitalization and covenants under Article XIIIRelated Matters), which shall not terminate3.1 (Authorization; No Conflicts), and 3.2 (iiCapitalization of Acquisition Subsidiary) shall survive in perpetuity. The covenants made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, shall continue in effect until the fifteen month anniversary of the Closing Date. Any claims under this Agreement with respect to a breach of a representation and warranty or covenant must be asserted by written notice within the applicable survival period contemplated by this Section 7.1, and if such a notice is given, the survival period for such representation and warranty shall continue until the claim is resolved in accordance with Section 7.4. The representations and warranties under Section 4.2 set forth in Sections 2.1 (CapitalizationOrganization; Power; Authority), Section 4.3 2.2 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit PlansSubsidiaries) and 4.15(e2.3 (Capitalization and Related Matters) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which shall survive until barred by the applicable statute of limitations plus thirty days thereafter (such representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (i) and (ii) of this Section 11.3, be referred to herein as the “Special RepresentationsFundamental Reps.”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or notice is given under Article XII with respect to any representation or warranty or covenant prior to the applicable expiration date, such representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafter.

Survival of Representations and Warranties and Covenants. Except for (i) All of the representations and warranties and covenants under of Seller contained in Article XIII, which shall not terminate, and III above (ii) excluding the representations and warranties under contained in Section 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (Taxes3.6(b) and Section 4.24 (Environmental Compliance3.6(c), which shall survive until barred by 90 days after the expiration of the applicable statute of limitations plus thirty days thereafter (such representations limitations, and warranties in this clause (iii) and, together with the representations and warranties contained in clauses (iSections 3.2(a) and (ii) of this Section 11.3, the “Special Representations”3.4(a), which shall survive the Closing indefinitely), and all of the representations and warranties of the Buyer contained in Article IV above (excluding the representations and warranties contained in Section 4.2(a), which shall survive the Closing indefinitely), shall survive the Closing hereunder and continue in full force and effect for a period of eighteen (18) months thereafter (the “Survival Period”) and no Person may seek indemnification under this Article VI with respect to a breach of a representation or warranty after the expiration of the Survival Period. The Parties’ respective covenants and agreements to be performed at or prior after the Closing Date contained in this Agreement shall survive indefinitely unless otherwise set forth herein; provided, however, that any such survival shall not be deemed, directly or indirectly, to affect the Survival Period applicable to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or notice is given under Article XII with respect to any representation or warranty or covenant prior to the applicable expiration date, such representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafterrepresentations and warranties.

Survival of Representations and Warranties and Covenants. Except for (i) The representations and warranties of the Parties made herein shall survive the Closing and continue in effect until May 14, 2014; provided, however, that the representations and warranties set forth in (i) Section 2.1 (first and covenants under Article XIIIthird sentence only) (Organization, which shall not terminateQualification), and Section 2.2 (ii) the representations and warranties under Subsidiaries), Section 4.2 2.3 (Capitalization), Section 4.3 (Subsidiaries and Investments2.4(a) (but only to the extent related to a Material Subsidiary or a Material InvestmentAuthorization; Enforceability), Section 4.7 2.5(c) (No Brokers or Financial Statements; Indebtedness), Section 2.13(b) (Absence of Certain Changes; Distributions), Section 2.20 (Brokers, Finders), Section 4.14(d3.1(b) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive indefinitely, and (iii) the representations and warranties under Section 4.17 (TaxesAuthorization) and Section 4.24 3.3 (Environmental Compliance)Brokers, which shall survive until barred by the applicable statute of limitations plus thirty days thereafter Finders) (collectively, such representations and warranties the “Fundamental Reps”) shall survive in this clause (iii) and, together with the representations and warranties in clauses (i) perpetuity and (ii) Section 2.7 (Tax) shall continue in effect until May 14, 2015. The covenants made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. Any claims under this Agreement with respect to a breach of a representation and warranty or covenant must be asserted by written notice within the applicable survival period contemplated by this Section 11.35.1, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or such written notice is given under Article XII in accordance with respect to any representation or warranty or covenant prior to the applicable expiration dateprovisions hereof, the survival period for such representation or and warranty or covenant shall continue indefinitely with respect to such claim until such the claim is finally resolved. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statute of limitations plus thirty days thereafter.