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

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. The representations and warranties of Seller contained in Articles III and IV shall survive the Closing until twelve (12) months after the Closing Date, without regard to any investigation made by Buyer Parties (whether prior to, on or after the Closing), unless Parent notifies Seller in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty, in which case such representation or warranty shall survive with respect to such claim until the final resolution by settlement, arbitration, litigation or otherwise of any such claim; provided that the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3 (collectively, the "Seller Title Representations") shall survive indefinitely; and provided further, that the representations and warranties contained in Section 3.9 shall survive through the applicable statutes of limitations, including all extensions thereof plus sixty (60) days. No investigation made by any of the parties hereto (whether prior to, on or after the Closing) shall in any way limit the representations and warranties of the parties. All representations and warranties of the Buyer Parties contained in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) Article II shall survive until the later of twelve (A12) 60 days months after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification representations and warranties contained in Section 8.1(c) Sections 2.1, 2.2, 2.9 and Section 8.1(d) 2.10 shall survive without time limit and to the extent any representation or warranty survives for a longer period of timeindefinitely (collectively, the indemnification for such representation "Buyer Title Representations"). The covenants and warranty agreements of the parties contained herein shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given Closing in accordance with Section 8.3their respective terms, and if provided that the covenants contained in Article VIII or otherwise in the event no term is specified in such written notice is given within such periodcovenant, shall survive indefinitely. The Tax indemnities provided by Article VI shall survive through the applicable statutes of limitations, including all rights to indemnification with respect to such claim shall continue in force and effectextensions thereof, plus sixty (60) days.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties in this Agreement contained herein shall survive the Closing and any investigation made by or on behalf of any Party until the close of business shall thereupon terminate on the first one year anniversary of the Closing Date; provided, however, that: that (ia) Seller Fundamental Representations and the Buyer Fundamental Representations shall survive the Closing for a period of five (5) years; (b) the representations and warranties provided set forth in Section 3.22 3.10 (Tax Matters) and Section 3.23 (Tax PartnershipTaxes) shall survive and remain in full force and effect until ninety (90) days following the later of (A) 60 days after expiration of the applicable relevant statute of limitations for the applicable underlying claim, (including any all extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Datethereof); and (iic) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d3.13 (Environmental Matters) shall survive without time limit and to the extent any representation or warranty survives Closing for a longer period of time, four (4) years. All covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the indemnification for such representation and warranty Closing shall survive for the Closing and remain in full force and effect in accordance with their terms (or indefinitely if no term is set forth in any such period of time (the “Survival Period”covenant or agreement). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that for the representation or warranty on which such claim is based continues avoidance of doubt, (x) the obligations of Buyer to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3assume, and if such written notice is given within such periodto indemnify Seller Indemnified Parties for, all rights the Assumed Liabilities and (y) the obligations of Seller to indemnification with respect to such claim retain, and indemnify Buyer Indemnified Parties for, the Retained Liabilities shall continue in force each case survive the Closing indefinitely. All other covenants and effectagreements contained herein shall not survive the Closing and shall thereupon terminate.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Company and the Indemnifying Officer contained in this Agreement Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall survive Closing the Merger and any investigation made by or on behalf of any Party continue until the close of business 5:00 p.m., Eastern Standard Time, on the first date which is the one year anniversary of the Closing Date (the "Expiration Date"); provided, however, that: that (i) the representations and warranties provided of the Parent set forth in Section 3.22 (Tax MattersSections 3.5, 3.7, 3.9(f) and Section 3.23 (Tax Partnership) 3.20 and the Company set forth in Sections 2.3, 2.8 and 2.11 of this Agreement shall survive until the later expiration of the applicable statutes of limitation, and (Aii) 60 days after only the relevant specific representations and warranties of the Parent and the Company contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall not terminate with respect to any claims specified in any Claim Notice or Indemnity Notice delivered to the Shareholder Representative prior to the Expiration Date until such claims are finally resolved pursuant to the terms of this Article 7, and (iii) in the case of any knowing, intentional or fraudulent breaches of the representations and warranties of the Parent or the Company contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement (each a "Fraudulent Breach" and collectively "Fraudulent Breaches"), the representations and/or warranties that are the subject of such knowing, intentional or fraudulent breaches shall not terminate until the expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectlimitations.

Survival of Representations, Warranties and Covenants. Each covenant and agreement contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. All representations and warranties of the Parties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of date that is fifteen (15) months after the Closing Date; provided, however, that: Date and shall thereafter expire. The limitations on survivorship set forth in the preceding sentence of this Section 9.4 shall not apply to (i) the representations and warranties provided set forth in Section 3.22 Sections 3.2 (Tax MattersAuthority), 3.4 (Capitalization), 3.20 (Brokers), 4.3 (Company Shares), 4.4 (Brokers) and Section 3.23 5.7 (Tax PartnershipBrokers), all of which shall survive without limitation (and in no event less than six (6) years), (ii) claims based on criminal matters, fraud or intentional misrepresentation, which shall survive without limitation (and in no event less than six (6) years), (iii) the representations and warranties set forth in the Selected Government Contracts Sections, which shall survive for six (6) years after the Closing, or (iv) the representations and warranties set forth in Sections 3.8 (Employee Benefit Plans) and 3.10 (Taxes), which shall survive until the later of (A) 60 days after expiration end of the applicable statute of limitations for (or any extension thereof) plus ninety (90) days. Notwithstanding the applicable underlying claimforegoing, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives with respect to which a claim has been made for a longer breach thereon prior to the end of the applicable survival period of time, the indemnification for such representation and warranty shall survive for such period of time (past the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought applicable survival period, if necessary, at any time during the Survival Period; provided, that the representation or warranty on which least until such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectresolved.

Survival of Representations, Warranties and Covenants. All The representations and warranties contained in Articles II, III and IV of the Parties in this Agreement shall survive the Closing hereunder and shall continue in effect notwithstanding any knowledge of, or any investigation made by or on behalf of any Party of, the Buyer, the Company or the Parent, as the case may be, until the close of business on the first anniversary of eighteen (18) months following the Closing Date, except that (a) the representations and warranties set forth in Section 3.22 (Environmental Laws and Regulations) shall survive until five (5) years following the Closing Date, (b) the representations and warranties set forth in Sections 3.9 (Taxes), 3.18 (Compliance with Law) and 3.19 (Employee Benefit Plans) shall survive until the date which is sixty (60) days after the expiration of the relevant statute of limitations, and (c) the representations and warranties set forth in Sections 2.1 (Due Authorization and Execution), 3.1 (Organization of the Company), 3.2 (Due Authorization and Execution), 3.3 (Capitalization and Corporate Records of the Company), 3.13 (Assets), 4.1 (Due Authorization and Execution) and 4.2 (Organization of the Buyer) shall survive the Closing in perpetuity; provided, however, that: (i) that the termination of the survival period of any representations and warranties provided herein shall not affect the rights of a party in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until respect of any claim made by such party in a writing received by the later of (A) 60 days after party making such representation or warranty prior to the expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelysurvival period provided herein. All covenants of Sellers or Buyer and agreements contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification and shall remain in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation effect until they are performed or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given until they lapse in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir respective terms.

Survival of Representations, Warranties and Covenants. All representations The representations, warranties and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive the Closing as follows: except for as otherwise provided herein, (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and all covenants contained in this Agreement shall survive the Closing until fully performed; (b) the covenants set forth representations and warranties contained in Section 8.1, which Sections 4.15 and 4.16 shall only survive the Closing and shall continue in full force and effect until the close of business on the first anniversary of thirty (30) months following the Closing Date, provided that ; (c) the indemnification representations and warranties contained in Section 8.1(c) and Section 8.1(d) 4.14 shall survive without time limit the Closing and to continue in full force and effect until thirty (30) Business Days following the extent any representation or warranty survives for a longer period expiration of timeall applicable statute of limitations; (d) the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 4.1, 4.2, 4.3, 4.4, 4.5(a), and 4.23 shall not terminate (collectively, the indemnification for such representation “Fundamental Representations and warranty shall survive for such period of time (the “Survival PeriodWarranties”); and all other representations and warranties contained in this Agreement shall terminate and be of no further force and effect on the date that is eighteen (18) months after the Closing Date. A written No claim may be made for indemnification under this Article VIII hereunder for breach of a representation any representations, warranties or covenants after the expiration of the survival period applicable to such representation, warranty may be brought at any time during the Survival Periodand covenant set forth above; provided, however, that if either Buyer or any of the representation Sellers, as applicable, delivers written notice to the other party of an indemnification claim for a breach of the representations, warranties or warranty on which covenants (stating in reasonable detail the nature of, and factual and legal basis for, any such claim is based continues to survive under this Section 8.4 at for indemnification) within the applicable time notice of such claim is given in accordance with Section 8.3periods set forth above, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectsurvive until resolved or determined by arbitration.

Survival of Representations, Warranties and Covenants. All The representations and warranties contained herein and in any certificate or other writing delivered pursuant hereto shall survive the Closing Date and the consummation of any or all of the Parties in this Agreement transactions contemplated hereby for a period of three (3) years after the Closing Date except for any representations and warranties made pursuant to Sections 2.18, 2.20 and 2.24(f) and, to the extent it relates to such Sections, Section 2.25, which shall survive until the expiration of the applicable statutes of limitations (if any), including extensions thereof; provided, however, that if any party has disclosed in the certificates delivered at the Closing as contemplated by Section 6.2 or Section 7.2 hereof, an exception to the accuracy of a representation or warranty made herein by such party, and the party or parties to which such certificate was delivered nevertheless shall have consented to consummate the transactions contemplated hereby, then such consenting party or parties shall be deemed to have waived all rights to indemnification under Section 9 hereof (for themselves, their Affiliates, the Managers, the Management Corporations and all their respective employees, representatives, officers, directors, partners and agents) to the extent of such exception. The expiration of any investigation representation or warranty shall not affect any claim made prior to the date of such expiration. All covenants herein not fully performed shall survive the Closing Date and continue thereafter until fully performed. Any investigation, audit or other examination that may have been made or may be made at any time by or on behalf of the party to whom any Party until such representation or warranty is made shall not limit or diminish such representations and warranties, and the close of business parties may rely on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained set forth in this Agreement shall survive Closing except for (a) irrespective of any covenant which information obtained by its terms terminates as of a specific datethem by any investigation, audit or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation examination or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectotherwise.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Seller and the Buyer contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing and any investigation made by or on behalf for a period of any Party until the close of business on the first anniversary of twelve (12) months after the Closing Date; provided, however, that: provided that (i) the representations and warranties provided of the Seller contained in Section 3.22 3.14 (Taxes) (such representations and warranties, the “Tax Matters) and Section 3.23 (Tax PartnershipRepresentations”) shall survive the Closing until the later of (A) 60 thirty days after the expiration of the applicable statute of limitations for the applicable underlying claim, (including any extensions or waivers of the applicable statute of limitations and (Bthereto) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties of the Seller contained in Section 3.15 (Environmental Matters) (such representations and warranties the “Environmental Representations”) shall survive for a period of five (5) years after the Closing Date; provided, further, that the representations and warranties of (a) the Seller in Section 3.1 (Organization and Qualification) and ), Section 3.2 (Authority; Binding Effect), Section 3.4 (Transferred Assets), and Section 3.21 (Brokers) of this Agreement(such representations and warranties, fraud the “Fundamental Representations”) and intentional misrepresentation (b) the Buyer in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.5 (Brokers) and Section 4.6 (Buyer’s Investigation and Reliance), in each case, shall survive the Closing indefinitely. All The covenants and agreements of Sellers or the Seller and the Buyer contained in this Agreement shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and period of twelve (b12) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of months after the Closing Date, provided except for those covenants and agreements that by their terms contemplate performance in whole or in part after the indemnification Closing, which shall remain in Section 8.1(cfull force and effect for a period of twelve (12) months following the date by which such covenant or agreement is required to be performed. The survival periods set forth herein are in lieu of, and Section 8.1(d) shall survive without time limit and to the extent parties expressly waive, any otherwise applicable statute of limitations. Any claim for breach of representation or warranty survives for a longer period hereunder shall be deemed to have accrued as of timethe Closing, the indemnification for and absent fraud, no such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for any such breach of a representation or warranty may be brought at any time during outside of the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under survival periods set forth in this Section 8.4 at 8.1. Notwithstanding the time notice of such foregoing, if a written claim is given in accordance with Section 8.3, and if such or written notice is given within such in good faith pursuant to Section 8.4 with respect to any representation, warranty or covenant prior to the expiration of the applicable survival period, all rights to indemnification the claim with respect to such claim representation, warranty or covenant shall continue in force and effectindefinitely until such claim is finally resolved pursuant to this Article VIII.

Survival of Representations, Warranties and Covenants. All Each covenant and agreement contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. The representations and warranties of the Parties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of date that is twelve (12) months after the Closing DateDate and shall thereafter expire, except that any representation or warranty with respect to which a claim has been made for a Breach thereon prior to such date shall survive until such claim is resolved; provided, howeverthat, that: the foregoing limitations on survival shall not apply to (i) claims based on criminal matters, fraud or intentional misrepresentation (“Fraud Claims”), which shall survive without limitation (and in no event less than six years) or (ii) claims based on Breaches of the representations and warranties provided set forth in Section 3.22 (Tax x) Sections 3.2 (Authority), 3.4 (Capitalization), 3.8 (Company Plans), 3.10 (Taxes) and 3.15 (Environmental and Safety Matters) (the “Fundamental Representations”), and claims based on Section 3.23 9.1(a)(iv) (Tax Partnership) Taxes), which shall survive the Closing until the later of (A) 60 days after expiration of date on which the applicable underlying statute of limitations for the applicable underlying claim, including any extensions expires (or waivers of the applicable statute of limitations and (B) if there is no applicable statute of limitations existsrelating thereto, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time indefinitely) (collectively, the claims described in this clause (ii), the “Survival PeriodExcluded Claims”). A written Any Indemnified Party may bring a claim hereunder for indemnification under this Article VIII for breach of a representation potential or warranty may be brought at any time during contingent Damages notwithstanding the Survival Period; provided, fact that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice full amount of such claim potential or contingent Damages is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectnot readily determinable.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties in (a) If this Agreement is terminated pursuant to Article 9 hereof, this Agreement shall survive Closing become void and of no further force and effect, except for the provisions of Articles 3.19, 4.3, 12.2, 14 and 15.6, and neither Buyer nor Seller (nor their respective affiliates, stockholders, partners, directors, officers, employees, attorneys in fact or other representatives) shall have any investigation made by liability in respect of such termination (except for any liability resulting from a breach of Articles 3.19, 4.3, 12.2, 14 or on behalf of any Party until the close of business on the first anniversary of the Closing Date15.6); provided, however, that: that if termination is as a result of the failure by the other party hereto to fulfill any undertaking or commitment provided for herein, only the party duly terminating this Agreement (iand its affiliates, stockholders, partners, directors, officers, employees, attorneys in fact or other representatives) will have no such liability. Promptly following termination of this Agreement, each party shall return to the other all confidential documents and shall not use any confidential information received from it in connection with the contemplated transaction. (b) The representations and warranties provided made by Seller contained in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) Article 3 of this Agreement shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and the transactions contemplated thereby until 5:00 p.m. EST (iior DST, as the case may be) on the date which is nine (9) months after the Closing Date (the "Indemnification Deadline"), provided that the representations and warranties in Section 3.1 (Organization Articles 3.8(b), 3.9(a), 3.9(c), 3.19 and Qualification) 3.23 and Section 3.2 (Authority; Binding Effect) in the last sentence of this Agreement, fraud and intentional misrepresentation Article 3.24 hereof shall survive indefinitelyuntil the expiration of the relevant statute of limitations applicable thereto. All covenants and agreements of Sellers or Buyer Seller contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, do not include representations and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(dwarranties) shall survive without time limit the Closing and to the extent any representation or warranty survives transactions contemplated thereby, except as expressly provided and for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectperiods set forth therein.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Company and the REIT contained in this Agreement Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, and all un-waived covenants or agreements required to be performed at or prior to the Closing, shall survive Closing and any investigation made by or on behalf of any Party until the close of business terminate on the first anniversary of date that is twelve (12) months after the Closing Date; providedDate (or, howeverif such date is not a business day, that: the immediately following business day), except that (i) any covenants or agreements that, by their express terms, survive beyond the representations and warranties provided Survival Date set forth in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) the preceding sentence shall survive until the later end of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claimsuch other period expressly set forth herein, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.13.10 (Tax Matters) (collectively, which the “Special Representations”) and the covenants concerning Taxes set forth in Section 8.3 shall only survive until ninety (90) days after the close of business on the first anniversary expiration of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and statute of limitations applicable to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time underlying claim (the “Survival PeriodDate”). A written claim for indemnification under this Article VIII for breach , As of a representation the applicable Survival Date, the applicable representations, warranties, covenants and agreements (or warranty in any instrument delivered pursuant hereto) shall automatically terminate and be of no further force or effect, and except as provided in Section 8.3, no claims of any type whatsoever arising out of, based upon or relating in any way to any such representations, warranties, covenants and agreements may be brought at by any time during the party after such Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectDate.

Survival of Representations, Warranties and Covenants. All representations The parties hereto hereby agree that the representations, warranties, covenants and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer agreements contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as the execution and delivery of a specific date, or is only made for a specified periodthis Agreement, and the Closing hereunder; provided, however, that any claims based on a breach of representations and warranties other than those contained in Sections 4.1, 4.2, 4.3, 4.6, 5.1, 5.2, 5.3 and 5.9, shall terminate twenty-four (b24) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of months after the Closing Date. The representations and warranties contained in Sections 4.1, provided that the indemnification in Section 8.1(c) 4.2, 4.3, 4.6, 5.1, 5.2, 5.3 and Section 8.1(d) 5.9, and any Claims based thereon, shall survive without time limit in perpetuity. Covenants and agreements of the parties shall survive until fully performed. The obligations of the parties pursuant to the extent any Sections 8.2 and 8.3 with respect to claims made pursuant to a particular representation or warranty survives for a longer period of time, the indemnification for shall expire simultaneously with such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Periodwarranty; provided, however, that such obligations shall survive with respect to any pending claim until the pending claim is settled or otherwise satisfied if written notice of such claim, specifying in reasonable detail the factual basis therefor, is given to the party from whom indemnification is sought prior to the expiration of the representation or warranty on upon which such claim it is based continues to survive under based. To the extent the survival periods specified herein exceed an applicable statute of limitations, the provisions of this Section 8.4 at 8.1 shall constitute a tolling by Infinium, Global and the Principal Stockholder, as applicable, of each such statute of limitations for a period of time notice not to extend beyond the termination of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectsurvival periods.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Company and the Principal Shareholders contained in this Agreement Sections 4 and 5, respectively, hereof (including pursuant to any closing certificate) shall survive the execution hereof, the Closing and any investigation made by or on behalf the Closing Date for a period of any Party until the close of business on the first anniversary of eighteen (18) months from the Closing Date; provided, however, that: provided that (i) the representations and warranties provided contained in Section 3.22 Sections 4.11 (Tax MattersTax) and Section 3.23 4.18 (Tax PartnershipEnvironmental) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; thereto and (ii) the representations and warranties contained in Section 3.1 Sections 4.1 (Organization Organization), 4.2 (Authorization), 4.4 (Capitalization), 4.10(a) (Title; Encumbrances), 4.16 (Employee Benefit Programs), 4.24 (Investment Banking; Brokerage), and Qualification5.1 (Authorization) (the representations and Section 3.2 (Authority; Binding Effectwarranties contained in such Sections, the “Fundamental Representations”) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelyfor a period of thirty six (36) months from the Closing Date. All The covenants of Sellers or Buyer and other agreements contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period of thirty six (36) months from the Closing Date unless a covenant and agreement expressly provides for a longer or shorter survival period, and (b) in which case such covenant or agreement survive for the covenants period specifically provided therein. The date until which a representation, warranty, covenant or agreement is to survive until is the “Cut-Off Date.” No claim for indemnification shall be made hereunder with respect to breach of any representation, warranty, covenant or agreement after the applicable Cut-Off Date, provided, however, if a claims notice is properly given in good faith in accordance with the terms of this Section 10 prior to the Cut-Off Date, the claims specifically set forth in Section 8.1, which the such notice shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without such time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which as such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectfinally resolved.

Survival of Representations, Warranties and Covenants. All The representations and warranties of (i) the Company contained in Sections 2.1(a) and 2.1(b) (Organization of the Company), 2.2 (Equity of the Company), 2.3 (Authority; Execution and Delivery; Enforceability); 2.9(n)(relating to Intellectual Property and Distribution Rights) and 2.24 (Brokers’ and Finders’ Fees) and (ii) of InnoHold contained in Sections 4.1 (Organization, Standing and Power), 4.2 (Authority, Binding Agreement), 4.8 (Title to Interests) and 4.9 (Brokers’ and Finders’ Fees) (such representations and warranties, in clauses (i) and (ii), together, the “Fundamental Representations”) shall survive the Closing Date until 11:59 p.m. Eastern time on the thirtieth (30th) day following the date of the audit report of the audited financial statements of the Parent for the year ended December 31, 2018 (the “Fundamental Representations Survival Date”). In addition to the foregoing, the “Special Indemnification Matters” referred to in the Contingency Escrow Agreement shall survive for a period of three (3) years and for such further period or periods as provided therein. Except as set forth in the preceding sentence, all representations and warranties of the Parties in this Agreement other than the Fundamental Representations shall not survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing DateClosing; provided, however, that: (i) that the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) foregoing shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1not restrict claims based on Fraud, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty claims may be brought at any time during permitted by law. Notwithstanding anything in this Section 8.1 to the contrary, if, at any time prior to 11:59 p.m. Eastern time on the Fundamental Representations Survival Period; providedDate, that as applicable, a Parent Certificate is delivered alleging Losses and a claim for recovery under Section 8.3, then the representation or warranty on which claim asserted in such notice shall survive the Fundamental Representations Survival Date, as applicable, until such claim is based continues fully and finally resolved. All covenants and agreements contained in this Agreement or the Related Agreements shall survive the Closing and shall continue to survive under this Section 8.4 at remain in full force and effect in perpetuity after the time notice of such claim is given Closing Date, unless they terminate earlier in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir express terms.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties contained in this Agreement shall or in any instrument delivered pursuant to SECTION 7.1(h) or SECTION 7.2(g) will survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: Date and will remain in full force and effect (i) in the case of the representations and warranties provided contained in Section 3.22 the first sentence of SECTION 4.1, SECTION 4.2 the first sentence of SECTION 4.12, SECTION 5.1 and SECTION 5.2, at all times from and after the Closing; (Tax Mattersii) in the case of the representations and Section 3.23 (Tax Partnership) shall survive warranties contained in SECTION 4.10, until the later date that is four years after the Closing; (iii) in the case of (A) the representations and warranties contained in SECTION 4.15, until 60 days after the expiration of the applicable statute of limitations for with respect to the applicable underlying claimmatter to which the claim relates, including any extensions or waivers as such limitation period may be extended from time to time (provided that in the case of such representations and warranties relating to Highland UK, until the applicable statute of limitations date that is seven years after the Closing); and (Biv) if no applicable statute in the case of limitations existsall other representations and warranties, then five (5) until the date which is two years from following the Closing Date; and (ii) the PROVIDED, HOWEVER, that, in each case, such representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitelybeyond their respective periods with respect to any inaccuracy therein or breach thereof, notice of which shall have been duly given within such applicable period in accordance with SECTION 8.4(c). All The covenants and agreements of Sellers or Buyer the Parties contained in this Agreement shall or in any instrument delivered pursuant to SECTION 7.1(h) or SECTION 7.2(g) will survive the Closing and will remain in full force and effect at all times after the Closing, except for (a) any covenant which or agreement to be performed by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of prior to the Closing Date, provided that shall expire two years after the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”)Closing. A written No claim for indemnification under this Article ARTICLE VIII may be brought for a breach of a representation representation, warranty or covenant after such representation, warranty may be brought at any time during or covenant has expired pursuant to the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectforegoing.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Seller contained in this Agreement relating to the Companies and the Business shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on date that is eighteen (18) months following the first anniversary Closing Date. The representations and warranties of the Seller contained in Sections 3.31 and 3.32 shall survive the RDA Closing until the date that is eighteen (18) months following the RDA Closing Date; provided, however, that: that (i) the representations and warranties provided in Section 3.22 made pursuant to Sections 3.1 and 3.31(f) (Tax MattersOrganization, Qualification and Power), 3.2 and 3.31(g) (Authority), 3.4 and 3.31(h) (Share Ownership; Capitalization; Subsidiaries), and 3.16 (No Brokers) (the foregoing representations, the “Fundamental Representations”) shall survive indefinitely, (ii) the representations and warranties made pursuant to Sections 3.5, 3.31(i)(i), 3.31(i)(ii), and 3.32(d)(i) (Sufficiency of Assets; Good Title) and Section 3.23 3.8 (Tax PartnershipTaxes) shall survive until the later of thirty (A30) 60 days after the expiration of the applicable statute of limitations for (or, if no statute of limitations is applicable, the applicable underlying claim, including any extensions or waivers seventh (7th) anniversary of the Closing Date); the (iii) the representations and warranties made pursuant to Sections 3.17 (ERISA) and 3.18 (Environmental Matters) shall survive the Closing until twenty-four (24) months after the Closing Date; and (iv) the representations and warranties made pursuant to Section 3.31(c)(ii) shall survive the RDA Closing until thirty (30) days after the expiration of the applicable statute of limitations and (B) or, if no applicable statute of limitations existsis applicable, then five the seventh (57th) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the RDA Closing Date, provided that ). Written notice of a claim must be given by the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and Buyer to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given Seller in accordance with Section 8.3, the provisions hereof prior to the expiration of the applicable representations and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectwarranties.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties in this Agreement representations, warranties and covenants contained herein are material, shall survive Closing and be deemed to have been relied upon by the party to whom they are made and, regardless of any investigation made by or on behalf of the party to whom they are made or any Party until the close information any of business on the first anniversary of them may obtain or have, shall survive the Closing Datehereunder for a period of eighteen (18) months; provided, however, that: (i) that the representations and warranties provided set forth in Section 3.22 Sections 2.1 (Tax Organization, Good Standing and Qualification), 2.2 (Authorization), 2.3 (Absence of Required Consents; No Conflict), 2.4 (Capitalization), 2.11 (Real Property), 2.12 (Personal Property), 2.16 (Intellectual Property), 2.23 (Benefit Plans), 2.24 (Environmental Matters), 2.25 (Compliance with Laws) and Section 3.23 2.28 (Tax PartnershipTaxes) shall survive the Closing hereunder for the applicable statute of limitations. Any claim that a party to this Agreement may have that arises from any fraud, willful misconduct, or knowing misrepresentation or omission on the part of another party or any agent of another party (each, a “Fraud Claim”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations applicable thereto. Notwithstanding the foregoing, claims by the Sellers against Buyer regarding the Additional Consideration to be paid to Sellers for the applicable underlying claimEarnout Year 2010 and Earnout Year 2011 must be brought by no later than eighteen (18) months after December 31, including any extensions or waivers 2011. The maximum aggregate obligation of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from Sellers for Losses hereunder shall not exceed the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time Purchase Price plus Escrow Amount (the “Survival PeriodLimitation”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. All representations The parties hereto hereby agree that the representations, warranties, covenants and warranties of the Parties agreements contained in this Agreement or in any Transaction Document shall survive Closing the execution and any investigation made by or on behalf delivery of any Party until the close of business on the first anniversary of this Agreement, and the Closing Datehereunder; provided, however, that: (i) the that any Claims based on a breach of representations and warranties provided other than those contained in Sections 4.1, 4.2, 4.4, 4.15, 4.16, 4.19, 4.26, 5.1, 5.3, 5.5, 6.1 and 6.2, the first sentence of Section 3.22 4.10, and the first sentence of paragraph (Tax Mattersa) and the second sentence of paragraph (b) of Section 3.23 4.11, shall terminate eighteen (Tax Partnership18) months after the Closing Date. The representations and warranties contained in Sections 4.1, 4.2, 4.4, 4.26, 5.1, 5.3, 6.1 and 6.2, the first sentence of Section 4.10, and the first sentence of paragraph (a) and the second sentence of paragraph (b) of Section 4.11, and any Claims based thereon, shall survive in perpetuity. The representations and warranties contained in Sections 4.15, 4.16 and 5.5 shall survive until six months following the later of (A) 60 days after expiration of the statute of limitations applicable to Claims that may be brought by Governmental Entities or other Persons against the Company or Parent related to a breach of such representations or warranties. The representations and warranties contained in Section 4.19 shall survive for the period described in Section 11.5(c). Covenants and agreements of the parties shall survive until fully performed. The obligations of the parties pursuant to Sections 11.2 and 11.3 with respect to Claims made pursuant to a particular representation, warranty or covenant shall expire simultaneously with such representation, warranty or covenant; provided, however, that such obligations shall survive with respect to any pending Claim until the pending Claim is settled or otherwise satisfied if written notice of such Claim, specifying in reasonable detail the factual basis therefor, is given to the party from whom indemnification is sought prior to the expiration of the representation, warranty or covenant upon which it is based. To the extent the survival periods specified herein exceed an applicable statute of limitations, the provisions of this Section 11.1 shall constitute a tolling by the Stockholders or Parent, as applicable, of each such statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (not to extend beyond the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice termination of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectsurvival periods.

Survival of Representations, Warranties and Covenants. All representations Except as ------------------------------------------------------ otherwise expressly provided herein, the representations, warranties and warranties of covenants made by the Parties Company and/or the Stockholders in or pursuant to this Agreement or in any document delivered pursuant hereto, and the corresponding obligation to indemnify the Indemnified Parties hereunder, shall survive the Closing and any investigation made by or on behalf of any Party until remain in effect until, and expire on, the close of business on the first second anniversary of the Closing Date; provided, howeverthat, that: (i) the representations and warranties provided contained in -------- ---- Sections 3.4, 3.8, 3.10 and 4.3, and the covenants contained in Section 3.22 (Tax Matters) 6.6, and Section 3.23 (Tax Partnership) the indemnification obligations therefor, shall survive until the later of Closing and terminate on the date that is six (A6) 60 days months after the expiration of the longest applicable federal or state statute of limitations for (including extensions thereof); and provided further, that, any such period shall be extended until -------- ------- the applicable underlying claim, including any extensions or waivers final resolution of Claims pending as of the applicable statute of limitations relevant dates described in this Section 9.4 (provide, that, no new or added claims may be brought during such extension period). The representations, warranties and (B) if no applicable statute of limitations existscovenants made by LifeMinders and Acquisition Corp. in or pursuant to this Agreement or in any document delivered pursuant hereto, then five (5) years from shall survive the Closing Date; and (ii) the representations and warranties remain in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified periodeffect until, and (b) expire on, the covenants set forth in Section 8.1, which shall only survive until the close of business on the first second anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Seller contained in this Agreement Article 3 or in any other Applicable Transaction Document delivered by Seller pursuant hereto shall survive each Applicable Closing until two years after the Applicable Closing Date with respect to Closing 8 except for those in Section 3.2(c) which shall survive until 60 days after the expiration of all applicable statutes of limitation and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; providedthose in Section 3.1(a), howeverSection 3.1(b), that: Section 3.1(e) and Section 3.2(a) (i) the representations and warranties provided of Seller contained in such Sections, the “Fundamental Seller Representations”) which shall survive indefinitely. The representations and warranties of Buyer contained in Article 4 or in any other Applicable Transaction Document delivered by Buyer pursuant hereto shall survive each Applicable Closing until two years after the Applicable Closing Date with respect to Closing 8 other than those in Section 3.22 (Tax Matters4.1(a), Section 4.1(b) and Section 3.23 4.1(e) (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties of Buyer contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreementsuch Sections, fraud and intentional misrepresentation the “Fundamental Buyer Representations”), which shall survive indefinitely. All The covenants of Sellers or Buyer contained in this Agreement or the other Applicable Transaction Documents to be performed after the Applicable Closing shall survive the Applicable Closing except indefinitely. The right to make claims for (a) indemnification or reimbursement based upon any covenant which by its terms terminates as of a specific date, to be performed or is only made for a specified period, and (b) completed after the covenants set forth in Section 8.1, which shall only Applicable Closing Date will survive the Applicable Closing until five years after the close of business on the first anniversary of the Applicable Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification Date with respect to Closing 8 or until 60 days after the expiration of the term of such claim shall continue in force and effectcovenant, whichever is later.

Survival of Representations, Warranties and Covenants. All representations and warranties in Article II and Article III or in any certificate executed and delivered in fulfillment of the Parties in requirements of this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of date that is eighteen (18) months following the Closing Date; provided, however, that: (i) that the representations and warranties provided set forth in (a) Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) 2.16 shall survive until the later of date which is sixty (A60) 60 days after the date upon which the liability to which any claim based on such representations and warranties may relate is barred by all applicable statutes of limitations (including all periods of extension, whether automatic or permissive), (b) Section 7.1 (i) with respect to Plymouth USA and its Subsidiaries shall survive until the date which is sixty (60) days after the date upon which the liability to which any claim based on such representations and warranties may relate is barred by all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) and (ii) with respect to Plymouth UK or Plymouth Asia or any Subsidiary thereof shall survive until the date on which Seller’s liability under Annex B terminates in accordance with paragraph 4.1 of Annex B and (c) Sections 2.1, 2.2, 2.5, 2.6, 3.1 and 3.2 shall survive indefinitely. If written notice of a claim has been given in the manner required by Article VII with respect to Plymouth USA and its Subsidiaries, or Article VIII prior to the expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization by the party seeking indemnification for such claim, then the relevant representations and Qualification) and Section 3.2 (Authority; Binding Effect) warranties of this Agreement, fraud and intentional misrepresentation the other party shall survive indefinitelyas to such claim until such claim has been finally resolved pursuant to such Article. All covenants and other agreements the performance of Sellers which is specified to occur on or Buyer contained in this Agreement prior to the Closing shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of date that is one (1) year following the Closing Date, provided and all covenants and other agreements that by their terms are to be performed after the indemnification in Section 8.1(c) and Section 8.1(d) Closing Date, shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given Closing in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir terms.

Survival of Representations, Warranties and Covenants. All Subject to the other provisions set forth in this ARTICLE VII, all representations and warranties of the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer Company contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of date that is eighteen (18) months from the Closing Date, provided except that the indemnification in Section 8.1(c) all representations and Section 8.1(d) warranties shall survive without time limit and beyond such eighteen (18) month period with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the extent any expiration of the survival period for such representation or warranty survives for a longer period of timeand warranty, the indemnification for in which case such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which as to such claim is based continues to survive under this Section 8.4 at the time until such claim has been finally resolved, provided that notice of such claim is shall have been duly given on or prior to such date in accordance with Section 8.37.4(a); provided, however, that the representations and if warranties of the Company contained in (i) Section 4.11 (Taxes) shall survive the Closing and the Effective Time and shall remain in full force and effect until the date that is sixty (60) calendar days immediately following the expiration of the statutes of limitations (including any extensions or waivers thereof) applicable to any Taxes which are the subject of any such written notice is given within such periodrepresentations and warranties, all rights (ii) Section 4.1(a) (Organization of the Company), Section 4.2 (Company Capital Structure) and Section 4.4 (Authority and Enforceability) shall survive the Closing and the Effective Time and shall remain in full force and effect in perpetuity and without limitation (the representations and warranties referred to indemnification in the preceding clauses (i) through (ii) being referred to herein, collectively, as the “Specified Representations” and each individually as a “Specified Representation”); provided further, however, that any claims in the event of any fraud with respect to any of the representations or warranties made by the Company set forth in this Agreement, the Related Agreements to which the Company is a party or the Closing Certificates shall survive the Closing and the Effective Time and shall remain in full force and effect in perpetuity and without limitation, except for such limitations described herein. The covenants and agreements contained herein shall survive the Closing Date indefinitely for purposes of any claim of nonfulfullment, nonperformance or breach thereof, unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive for such specified term, and in each case until such claim has been finally resolved. The indemnification obligations with respect to Section 7.2(a)(iii) through Section 7.2(a)(vii), inclusive, shall continue in force survive indefinitely. All representations and effectwarranties made by Parent and Sub shall expire at the Effective Time.

Survival of Representations, Warranties and Covenants. All The parties to this Agreement hereby agree that the exclusive remedy for any breach of a representation or warranty, covenant, or agreement shall be the indemnification provisions set out in this Article XII. The representations, warranties and covenants of the parties contained in this Agreement or any schedule, annex or certificate delivered pursuant hereto shall survive the Closing and continue in full force and effect (a) in the case of the representations and warranties of the Parties Sellers, TKOG and the Buyers contained in this Sections , , , , , 5.2, and 5.9 and in the Voting, Exchange and Support Trust Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time, (b) in the case of the representation and warranty of the Sellers contained in the last sentence of Section 4.5(b), until the earlier of (i) twelve calendar days after the date of filing of TKOG's Annual Report on Form 10-K for the applicable underlying claimyear ended December 31, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; 1998 and (ii) April 12, 1999, (c) in the representations case of the representation and warranties warranty of the Sellers contained in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that (d) in the indemnification case of the representations and warranties of the Sellers contained in Section 8.1(cSections 4.1 and 4.2, forever thereafter; and (e) the covenants in Sections 7.8, 7.9 and Section 8.1(d) 7.10 shall survive without time limit until the second January 1 after the last date on which any Seller or its permitted assignee holds any Exchangeable Shares. All other representations, warranties and covenants of the parties contained in this Agreement, any Schedule or any certificate delivered pursuant hereto shall survive until the second anniversary of the Closing Date. Each party hereto shall be entitled to the extent rely on any such representation or warranty survives for a longer period regardless of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation any inquiry or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty investigation made by on which such claim is based continues to survive under this Section 8.4 at the time notice behalf of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectparty.

Survival of Representations, Warranties and Covenants. All The representations and warranties of made herein shall not survive beyond the Parties in this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; Effective Time, provided, however, that: (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties contained in Section 3.1 (Organization and Qualification) and ; Subsidiaries), Section 3.2 (Authority; Binding Effect) Capitalization of the Company and its Subsidiaries), Section 3.3 (Authority Relative to this Agreement), fraud Section 3.9 (ASC), 4.1 (Organization), 4.2 (Authority Relative to this Agreement) and intentional misrepresentation 4.4 (Capitalization) shall survive indefinitely. All covenants the Closing through the applicable statute of Sellers or Buyer limitations, including any extensions thereof, plus 60 days; and provided further, the representations and warranties contained in this Agreement Section 3.5 (Certifications), Section 3.14(b) (Taxes), and Section 3.21 (Affiliate Transactions) shall survive the Closing except for (a) any covenant which through completion of the audit by Parent’s independent auditors of the financial statements of Parent and its terms terminates as of a specific dateSubsidiaries for the period ending December 31, 2005, plus 60 days in the event the Closing occurs prior to July 1, 2005 or is only made for a specified period, and (b) through completion of the audit by Parent’s independent auditors of the financial statements of Parent and its Subsidiaries for the period ending December 31, 2006 plus 60 days in the event that the Closing occurs on or after July 1, 2005. The covenants and agreements of the parties contained herein shall survive the Closing in accordance with their terms, provided that the covenants set forth contained in Article VIII, or otherwise in the event no term is specified in such covenant, shall survive indefinitely and provided further, the indemnification provided in Section 8.1, which 8.1(a)(i)(3) (Pre-Closing Environmental Matters) shall only survive until the close of business on the first five-year anniversary of the Closing Date, provided . The Parties acknowledge and agree that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for an indemnified person who has asserted a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach Section 8.1 within the applicable survival period will be entitled to continue such action and receive the benefits of a representation or warranty may be brought at any time during Section 8.1, irrespective of the Survival Period; provided, fact that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectapplicable survival period has expired.

Survival of Representations, Warranties and Covenants. All representations Except to the extent a different period is expressly set forth herein with respect to a covenant to be performed after the Closing, the representations, warranties, covenants and warranties of the Parties agreements in this Agreement shall survive the Closing and any investigation made by or on behalf of any Party until the close of business shall terminate on the first anniversary of date that is twelve (12) months after the Closing Date; provided, however, that: (i) that the representations and warranties provided set forth in Section 3.22 3.2 (Capitalization of the Company), Section 3.3 (Authority), Section 3.15 (Tax Matters) ); Section 3.16 (Brokers), Section 4.3 (Authority), Section 4.5 (Brokers), Section 5.2 (Authority), and Section 3.23 5.5 (Tax PartnershipBrokers) (collectively, the “Fundamental Representations”) shall survive until the later Closing and shall terminate on the date that is the earlier of (A) 60 six (6) years after the Closing Date and (B) sixty (60) days after the expiration of the applicable statute of limitations for period; provided further, that the applicable underlying claimrepresentations and warranties set forth in Section 3.11 (Environmental) and Section 3.19 (Regulatory) (collectively, including any extensions or waivers the “Special Representations”) shall survive the Closing and terminate on the date that is twenty four (24) months after the Closing Date and provided further that the covenants that are intended to survive the Closing shall survive until their specified survival period or, if no such period is specified, until such covenants are performed; provided further that the representations and warranties in Section 3.15 (Tax Matters) shall not terminate until sixty (60) days after the expiration of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific each such termination date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival PeriodPeriod Termination Date”). A written No Person shall be liable for any claim for indemnification under this Article VIII for breach ARTICLE 9 unless a Notice of a representation or warranty may be brought at any time during Claim is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the Survival Period; providedPeriod Termination Date, that in which case the representation representation, warranty, covenant or warranty on agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is based continues to survive under this Section 8.4 at resolved, if, but only if, (x) in the time case of a claim made by reason of a third party claim, the Notice of Claim is accompanied by a copy of the written notice of the third party claimant and (y) in the case of any claim made other than by reason of a third party claim, some Losses shall have been incurred in good faith at or prior to the date of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectnotice.

Survival of Representations, Warranties and Covenants. Each covenant and agreement contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. All representations and warranties of the Parties contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provideduntil April 30, however, that: 2006 and shall thereafter expire. The limitations on survivorship set forth in the preceding sentence of this Section 9.4 shall not apply to (i) the representations and warranties provided set forth in Sections 3.4 (Capitalization), 3.20 (Brokers), 4.3 (Company Shares), 4.4 (Brokers) and 5.4 (Brokers), all of which shall survive without limitation (and in no event less than six years), or (ii) claims based on fraud or intentional misrepresentation, which shall survive without limitation (and in no event less than six years), (iii) the representations and warranties set forth in Section 3.22 3.15 (Tax MattersGovernment Contracts), which shall survive for six (6) years after the Closing, or (iv) the representations and warranties set forth in Sections 3.8 (Employee Benefit Plans), 3.10 (Taxes) and Section 3.23 3.16 (Tax Partnership) Environmental), which shall survive until the later of (A) 60 days after expiration end of the applicable statute of limitations for (or any extension thereof) plus ninety (90) days. Notwithstanding the applicable underlying claimforegoing, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives with respect to which a claim has been made for a longer breach thereon prior to the end of the applicable survival period of time, the indemnification for such representation and warranty shall survive for such period of time (past the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought applicable survival period, if necessary, at any time during the Survival Period; provided, that the representation or warranty on which least until such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectresolved.

Survival of Representations, Warranties and Covenants. All representations and warranties of the Parties contained in this Agreement and any certificate delivered pursuant hereto shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Datefor a period of eighteen (18) months after the Closing Date (the “Survival Period”), and shall thereafter expire; provided, however, thatthat the Survival Period for the following items shall be as follows: (ia) the representations and warranties provided set forth in Section 3.2 (Authority for Agreement), Section 3.3 (No Violation to Result), Section 3.4 (Capitalization), Section 3.10 (Taxes), Section 3.22 (Tax MattersBrokers), Section 4.1 (Authority for Agreement), Section 4.2 (No Violation to Result), Section 4.3 (Ownership) and Section 3.23 4.4 (Brokers) and the indemnity obligations under Section 9.1(f) (Taxes) and Section 9.1(g) (Tax PartnershipLosses) shall survive until the later of ninety (A90) 60 days after expiration of the applicable statute of limitations for the applicable underlying claimlimitations, including any waivers and extensions or waivers of thereof, (b) the applicable statute of limitations representations and warranties set forth in Section 3.14 (BGovernment Contracts and Bids) if no applicable statute of limitations exists, then five shall survive until the date three (53) years from the Closing Date; Date and (iic) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreementclaims based on criminal matters, fraud and or intentional misrepresentation misrepresentation, which shall survive indefinitelywithout limitation. All covenants of Sellers or Buyer Each covenant and agreement contained in this Agreement shall survive Closing except in accordance with its terms. Except as provided herein, no claim for (a) any covenant which by its terms terminates as of a specific date, or is only indemnification may be made for a specified period, and (b) under this ARTICLE IX after the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary expiration of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any applicable Survival Period. Any representation or warranty survives with respect to which a claim has been duly made under this ARTICLE IX for a longer period breach thereof prior to the end of time, the indemnification for applicable Survival Period otherwise applicable to such representation and or warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which until such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectresolved.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of Seller, on the Parties one hand, and Buyer, on the other hand, contained in this Agreement shall survive the Closing solely for purposes of this Article ‎VII and any investigation made by or on behalf of any Party until the close of business shall terminate and expire on the first anniversary of date that is eighteen (18) months following the Closing Date, after which time no claim for indemnification with respect thereto may be brought; provided, however, that: provided that (iA) the representations Seller Specified Representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) the Buyer Specified Representations shall survive until the later of date that is thirty (A30) 60 days after the expiration of the applicable statute of limitations for the applicable underlying claimlimitations, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties made in Section 3.1 ‎3.29 (Organization and QualificationTax Treatment of Insurance Contracts) and Section 3.2 shall terminate on the date that is forty-eight (Authority; Binding Effect48) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive months after the Closing except for Date (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) subject to the covenants limitations set forth in Section 8.1‎7.9), (C) the representations and warranties made in Section 3.10 (Taxes) (other than the representations and warranties made in Section ‎3.10(g), Section ‎3.10(h), Section 3.10(j) and Section ‎3.10(k) which shall only survive until the close date that is sixty (60) days following the expiration of business on the relevant statute of limitations) shall not survive the Closing and (D) the covenant set forth in the first anniversary sentence of Section 5.23(a) shall not survive the Closing Date, provided that the Closing. Any claim for indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent respect of any representation or warranty survives for a longer that is not asserted by notice given as 104 provided herein prior to the expiration of the specified period of time, survival shall not be valid and any right to indemnification is hereby irrevocably waived after the indemnification for such representation and warranty shall survive for expiration of such period of time (the “Survival Period”)survival. A written Any claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to which notice has been provided as required herein within such claim shall continue in force and effectperiod of survival will be timely made for purposes hereof.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Sellers and the Buyer contained in this Agreement or in any of the Ancillary Agreements, and, subject to the following sentence, the covenants and other agreements contained in this Agreement or the Ancillary Agreements, and any rights or obligations arising out of the breach of such covenant or other agreements, shall survive the Initial Closing and any investigation made by or on behalf of any Party Deferred Closing until the close of business on the first anniversary of the Closing Dateapplicable Closing; provided, however, that: (ia) the representations and warranties provided of the Sellers set forth in Section 3.22 3.2 (Tax Mattersrelating to authority), Section 3.4 (relating to capitalization), Section 3.5 (relating to the Securities) and Section 3.23 3.6 (Tax Partnershiprelating to Subsidiary equity interests) shall survive until the later of forever; (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (iib) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of the Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c3.13 (relating to Taxes) and Section 8.1(d3.21 (relating to the REIT II Sellers), and the indemnification obligations of the Seller set forth in Section 9.2(d), shall survive for 60 days following the expiration of the relevant statute of limitations applicable to the assessment of the particular Taxes in question; and (c) the indemnification obligations of the Sellers set forth in Section 9.2(c) shall survive without time limit and to for the extent any representation or warranty survives for a longer period of timeending on the date that is four years after the last Closing (as applicable, the indemnification for such representation and warranty shall survive for such period of time (the “Survival PeriodDate”). A written claim for indemnification under this Article VIII for breach of a representation Notwithstanding any other provision hereof, only those covenants or warranty may agreements that by their terms apply or are to be brought at performed in whole or in part after any time during the Survival Period; providedClosing, that the representation or warranty on which such claim is based continues to survive under and this Section 8.4 at 9.1, shall survive the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectapplicable Closing.

Survival of Representations, Warranties and Covenants. All Subject to the provisions of this Article VIII, each of the representations and warranties of the Parties contained in this Agreement or in any other agreement, exhibit, schedule, certificate, instrument or other writing delivered by or on behalf Seller and Purchaser pursuant to this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; provided, however, that: that (ia) the representations contained in Sections 3.1(a), 3.1(c), 3.1(h), 3.1(i), 3.2(a), 3.2(b), 3.2(f), 3.2(x)(iii) and warranties provided 3.2(aa) shall survive indefinitely, (b) the representations contained in Sections 3.2(v) shall terminate on the Closing Date, and (c) the representation in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership3.2(w) shall survive until the later third anniversary of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; . The covenants and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained agreements set forth in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing DateClosing, provided that (i) the indemnification covenants and agreements set forth in Section 8.1(c2.3 and Sections 4.3, 4.6 and 4.8 shall survive until the second anniversary of the Closing, (ii) the covenants and agreements set forth in Section 8.1(d5.3 shall survive until the third anniversary of the Closing, (iii) the covenants and agreements set forth in Sections 2.2 (with respect to payment of the purchase price), 4.1(d), 4.1(e), 5.2 and 5.3(w) shall survive without indefinitely and (iv) the covenants and agreements set forth in Article IX shall survive until such time limit as there are no Registrable Securities. For convenience of reference, the date upon which any representation or warranty or covenant or agreement shall terminate is referred to herein as the “Survival Date.” Other than any claim or Action made pursuant to Article IX, which shall be governed solely by the provisions of Article IX, no claim or Action arising out of the breach or failure to perform any representation or warranty or any covenant or agreement may be made following the Survival Date with respect thereto except as and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this set forth in Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification 8.3(b) with respect to such claim shall continue in force and effecta valid Notice of Claim.

Survival of Representations, Warranties and Covenants. All representations Notwithstanding any right of HSCC to investigate the business and warranties condition of the Parties Company, HSCC shall be entitled to rely upon the representations, warranties, covenants and agreements of the Company and the Principal Shareholders and the Shareholders shall be entitled to rely upon the representations, warranties, covenants and agreements of HSCC. All representations, warranties, covenants and agreements contained in this Agreement (including the Disclosure Schedule hereto) and in all certificates required hereby to be delivered with respect hereto shall be deemed to be representations, covenants, warranties and agreements hereunder and shall survive the Closing and any investigation made by or on behalf of any Party until Date (or, if there is no Closing, the close of business on date hereof) through the first anniversary date fifteen (15) days following the completion of the Closing Datefinancial review by the Company’s independent auditors of the Company’s consolidated financial statements for the six (6) month period ended December 31, 2008, but in no event shall such date be later than March 15, 2009 (“Survival Period”); provided, however, that: (ithat any such representations, covenants, warranties and agreements shall survive the time(s) the representations and warranties that they would otherwise terminate with respect to claims of which notice has been given as provided in this Agreement prior to such termination; provided further, however, that any Government Contract Liability or such representations, covenants, warranties and agreements regarding Taxes or set forth in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) 4.27 shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim matters. Any limitation or qualification set forth in any one representation and warranty contained in Section 10.4 hereof shall continue not limit or qualify any other representation and warranty contained in force such Section. Each representation and effectwarranty included in Article IV is independent and shall be interpreted without regard to any other representation or warranty contained in Article IV (including any more inclusive representation or warranty).

Survival of Representations, Warranties and Covenants. All representations The representations, warranties, covenants and warranties obligations of the Parties Company and the Shareholders and of Parent and Merger Sub set forth in this Agreement Agreement, any certificate or other instrument delivered pursuant hereto, or any Ancillary Agreement, shall survive Closing and any investigation made by or on behalf for a period of any Party until the close of business on the first anniversary of twelve (12) months following the Closing Date; provided, however, that: that (i) the representations and warranties provided contained in Section 3.22 3.10 (Tax MattersTaxes) and Section 3.23 3.29 (Tax PartnershipEmployment) shall survive and remain in full force and effect until the later of (A) 60 days after expiration of the applicable statute statutes of limitations for the applicable underlying claimlimitations, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) any such covenants and obligations of Shareholders, Parent or Merger Sub that pursuant to their terms continue beyond such 12 month period shall survive the representations and warranties Closing in Section 3.1 accordance with their terms, (Organization and Qualificationiii) and Section 3.2 (Authority; Binding Effect) there shall be no limitation on time during which indemnification may be asserted, sought or obtained for any instance of fraud on the part of the Company, any Shareholder or Parent of any provision of this Agreement, fraud any Ancillary Agreement or any other document delivered hereunder or thereunder, (iv) the covenants and intentional misrepresentation obligations of the parties contained in Sections 7.5 and 7.13 shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive the Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified periodDate without limitation, and (bv) the covenants set forth and obligations of the parties contained in Section 8.1, which 7.15 shall only survive the Closing Date until the close Shareholders shall no longer be subject to the Lock-Up Agreement. If a Notice of business on Claim has been delivered in compliance with this Article 9 prior to the first anniversary expiration of the Closing Date, applicable indemnification period as provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of timeabove (each, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Applicable Indemnification Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty , then such representations, warranties, covenants and obligations, as the case may be brought at any time during the Survival Period; providedbe, that the representation or warranty on which such claim is based continues to shall survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect as to such claim until the claim has been finally resolved. For the avoidance of doubt, the parties hereby acknowledge and agree that the Applicable Indemnification Period for fraud shall continue in force and effectbe indefinite.

Survival of Representations, Warranties and Covenants. All (a) The representations and warranties of the Parties Company contained in this Agreement or in any certificate delivered pursuant to the terms of this Agreement shall survive Closing and any investigation made by or on behalf of any Party until the close of business 11:59 p.m. Boston time on the first twelve (12) month anniversary of the Closing Date (the “Expiration Date; provided”), however, that: other than (i) the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers Company contained in Sections 2.1 (Organization of the applicable statute of limitations Company), 2.2 (Company Capital Structure), and 2.4 (BAuthority) if no applicable statute of limitations existshereof (together, then five (5the “Fundamental Representations”) years from the Closing Date; and (ii) the representations and warranties of the Company contained in Section 3.1 2.11 (Organization and QualificationTax Matters) hereof (the “Tax Representation”), which, in the case of clauses (i) and Section 3.2 (Authority; Binding Effect) of this Agreementii), fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary expiration of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent applicable statute of limitations. The date until which any representation or warranty survives for a longer period of time, shall be referred to as the indemnification “Survival Date” for such representation and warranty shall survive for such period of time or warranty. Notwithstanding anything in this Section 6.1 to the contrary, (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought x) if, at any time during prior to 11:59 p.m. Boston time on the applicable Survival Period; providedDate, that an Officer’s Certificate (as defined in Section 6.4(b)) is delivered alleging Losses and a claim for recovery under Section 6.4(b), then the representation or warranty on which claim asserted in such notice shall survive the applicable Survival Date until such claim is based continues fully and finally resolved and (y) claims relating to fraud and claims pursuant to clauses (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xi) of Section 6.2(a) shall survive under until the expiration of the applicable statute of limitations. All covenants and agreements contained in this Section 8.4 at Agreement, the time notice of such claim is given Related Agreements or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the Closing and shall continue to remain in full force and effect in perpetuity after the Closing Date, unless they terminate earlier in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir express terms.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Company and the REIT contained in this Agreement Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, and all un-waived covenants or agreements required to be performed at or prior to the Closing, shall survive Closing and any investigation made by or on behalf of any Party until the close of business terminate on the first anniversary of date that is twelve (12) months after the Closing Date; providedDate (or, howeverif such date is not a business day, that: the immediately following business day), except that (i) any covenants or agreements that, by their express terms, survive beyond the representations and warranties provided Survival Date set forth in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) the preceding sentence shall survive until the later end of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claimsuch other period expressly set forth herein, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.13.10 (Tax Matters) (collectively, which the “Special Representations”) and the covenants concerning Taxes set forth in Section 8.9 shall only survive until ninety (90) days after the close of business on the first anniversary expiration of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and statute of limitations applicable to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time underlying claim (the “Survival PeriodDate”). A written claim for indemnification under this Article VIII for breach , As of a representation the applicable Survival Date, the applicable representations, warranties, covenants and agreements (or warranty in any instrument delivered pursuant hereto) shall automatically terminate and be of no further force or effect, and except as provided in Section 8.6, no claims of any type whatsoever arising out of, based upon or relating in any way to any such representations, warranties, covenants and agreements may be brought at by any time during the party after such Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effectDate.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties Company contained in this Agreement Article 3 and Seller contained in Article 4 and the representations and warranties of Buyer contained in Article 5 shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first (1st) anniversary of the Closing Date (the “First Release Date”); provided, however, that: (i) that the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties contained in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.10 (Employee Plans), Section 3.11 (Environmental Matters), Section 3.15 (Tax Matters), Section 4.1 (Organization; Authority) and Section 3.2 4.3 (Authority; Binding EffectTitle) of and any certificate delivered at Closing with respect thereto (the representations referred to in this Agreementproviso, fraud and intentional misrepresentation the “Fundamental Representations”) shall survive indefinitelyuntil the second (2nd) anniversary of the Closing Date (the “Third Release Date”); provided, further, that, notwithstanding the foregoing proviso, the representations and warranties set forth in Section 3.15(g) shall survive the Closing until the Special Tax Survival Date. All covenants of Sellers Seller, the Company or Buyer contained in this Agreement set forth herein to be performed after the Closing shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given provided in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir respective terms.

Survival of Representations, Warranties and Covenants. All representations, warranties, agreements and covenants of the parties made herein and in the Schedules hereto shall be deemed to have been relied upon by the party or parties to whom they are made in entering into this Agreement and shall survive the Closing. Notwithstanding the foregoing, all representations and warranties of the Parties set forth in this Agreement Articles II, III and IV shall survive the Closing and any investigation made by or on behalf of any Party until the close of business on the first anniversary of the Closing Expiration Date; provided, however, that: that the Expiration Date shall not apply to any (ia) representations and warranties set forth in Section 2.12 (Tax Matters) or Section 2.21 (Environmental Matters), and in each such case the representations and warranties provided in Section 3.22 (Tax Matters) and Section 3.23 (Tax Partnership) set forth therein shall survive until the later second anniversary of the Closing Date, and (Ab) 60 days after any representations and warranties contained in Section 2.1 (Organization and Power), Section 2.2 (Authorization), Section 2.4 (Capitalization), Section 2.11 (Title to and Encumbrance on Properties), Section 2.20 (Investment Banking; Brokerage), Section 3.1 (Stock; Closing Date Payment), Section 3.2 (Authority), or Section 3.4 (Brokers), and in each such case the representations and warranties set forth therein shall survive indefinitely or until the expiration of the applicable statute of limitations for the with respect thereto, as applicable underlying claim(collectively, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in Section 3.1 clause (Organization b) above are referred to herein as the “Fundamental Representations”). All covenants and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation other agreements set forth herein shall survive indefinitely. All covenants of Sellers , unless such covenant or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms agreement expressly terminates as of a specific on an earlier date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effect.

Survival of Representations, Warranties and Covenants. All The representations and warranties of the Parties warranties, contained in this Agreement and the other Transaction Documents (including any certificate delivered at the Closing) shall survive the Closing and any investigation made remain in full force and effect (a) indefinitely, with respect to matters covered by or on behalf of any Party until the close of business on the first anniversary of the Closing Date; providedSection 4.1 (Organization, howeverPower, that: Standing), Section 4.2 (i) the representations and warranties provided in Due Authorization, Title), Section 3.22 4.3 (Tax MattersCapitalization), Section 4.19 (Brokers), Section 5.1 (Organization, Power, Standing), Section 5.2 (Due Authorization) and Section 3.23 5.6 (Tax PartnershipBrokers), (b) shall survive until the later of for sixty (A60) 60 days after following expiration of the applicable statute of limitations (including extensions), with respect to matters covered by Section 4.12 (Tax Matters), (c) for thirty-six (36) months, with respect to matters covered by Section 4.8(a)(xi) (Material Contracts – Business Government Contracts), Section 4.8(b) (Material Contracts; solely to the applicable underlying claim, including any extensions or waivers of the applicable statute of limitations and (B) if no applicable statute of limitations exists, then five (5) years from the Closing Date; and (ii) the representations and warranties in extent it relates to Section 3.1 (Organization and Qualification) and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date4.8(a)(xi)), or is only made for a specified periodSection 4.9 (Business Government Contracts), and (bd) the covenants set forth in Section 8.1, which shall only survive until the close for a period of business on the first anniversary of eighteen (18) months following the Closing Date, provided with respect to all other representations and warranties, except that the indemnification in Section 8.1(c) and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for that would otherwise terminate in accordance with clause (a), (b), (c) or (d) will continue to survive if a longer period written notice of timea breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written related claim for indemnification under is satisfied or otherwise resolved as provided in this Article VIII VIII. The covenants and agreements of the parties set forth in this Agreement which, by their terms, are to be performed or complied with prior to the Closing shall survive the Closing and remain in full force and effect for breach eighteen (18) months following the Closing Date. The covenants and agreements of a representation the parties set forth in this Agreement or warranty may any other Transaction Document to be brought performed or complied with at or after the Closing shall survive the Closing indefinitely or for the shorter periods explicitly specified therein, except that for those covenants and agreements that survive for any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given in accordance with Section 8.3, and if such written notice is given within such shorter period, all rights to indemnification with respect to such claim breaches thereof shall continue in force and effectsurvive indefinitely or until the latest date permitted by Law.

Survival of Representations, Warranties and Covenants. All Subject to the limitations and other provisions of this Agreement, including the provisions of this Article X, the representations and warranties of the Parties in this Agreement shall survive the Closing and shall remain in full force and effect, regardless of any investigation made by or on behalf of any Party until the close Parent, the Sellers or the Purchasers, for a period of business on the first anniversary of twelve months after the Closing Date; providedprovided that, however, that: (i) the representations and warranties provided in Section 3.22 5.1 (Existence), Section 5.2, (Authorization), Section 5.3 (Binding Agreement), Section 5.13 (Environmental Matters), Section 5.18 (Brokers or Finders), Section 6.1 (Organization) Section 6.2 (Authorization; Binding Agreement) and Section 6.7 (Brokers or Finders) (collectively, the “Fundamental Representations”) shall survive for a period of four (4) years after the Closing, and the representations and warranties in Section 5.12 (Employee Benefit Plans), and Section 5.16 (Tax Matters) and Section 3.23 (Tax Partnershipcollectively, the “SOL Representations”) shall survive until the later of (A) 60 days after expiration of the applicable statute of limitations with respect thereto; and provided further, that claims for the applicable underlying claimindemnification pursuant to Section 10.2(a) or Section 10.3(a), including any extensions or waivers as applicable, first asserted in writing with specificity within such periods shall not be extinguished after such periods. The covenants of the applicable statute of limitations Parties contained in Section 7.1, Section 7.2(a), Section 7.3, Section 7.5, Section 7.14 and (B) if no applicable statute of limitations exists, then five (5) years from Section 7.15 shall not survive the Closing Date; and (ii) shall thereupon terminate. The covenants of the representations and warranties Parties contained in Section 3.1 (Organization and Qualification) 7.2(b), Section 7.2(c), Section 7.4, Section 7.6, Section 7.7, Section 7.8, Section 7.9, Section 7.10, Section 7.11, Section 7.12, Section 7.13, Section 7.16 and Section 3.2 (Authority; Binding Effect) of this Agreement, fraud and intentional misrepresentation 7.17 shall survive indefinitely. All covenants of Sellers or Buyer contained in this Agreement shall survive Closing except for (a) any covenant which by its terms terminates as of a specific date, or is only made for a specified period, and (b) the covenants set forth in Section 8.1, which shall only survive until the close of business on the first anniversary of the Closing Date, provided that the indemnification and remain in Section 8.1(c) full force and Section 8.1(d) shall survive without time limit and to the extent any representation or warranty survives for a longer period of time, the indemnification for such representation and warranty shall survive for such period of time (the “Survival Period”). A written claim for indemnification under this Article VIII for breach of a representation or warranty may be brought at any time during the Survival Period; provided, that the representation or warranty on which such claim is based continues to survive under this Section 8.4 at the time notice of such claim is given effect in accordance with Section 8.3, and if such written notice is given within such period, all rights to indemnification with respect to such claim shall continue in force and effecttheir terms.