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

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (a) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 6 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Survival Period”), provided that (a) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. , shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 6 7 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding the Survival Period, Purchaser’s rights to indemnification under the Option Purchase Agreement shall not be affected in the event that a claim for indemnification has been made prior to the expiration of the Survival Period under the Option Purchase Agreement (in accordance with the terms and conditions set forth therein).

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations Subject to the limitations described herein, all representations, warranties, covenants, and warranties of Purchaser and Seller Parties contained herein or obligations in any other Closing Document or documentthis Agreement, certificate or other instrument required to be the certificates delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (a) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((aSection 2.4(a) and (b), togetherand any other certificate or document delivered pursuant to this Agreement will survive the Closing as follows: (i) all representations, warranties, covenants and obligations, other than any representation or warranty contained in Section 3.9, 3.13 or any claim based upon an intentional fraudulent misrepresentation, shall survive the “Fundamental Representations”); providedClosing until May 31, further1998, that and shall thereupon expire together with any right to indemnification (except to the extent any a written notice asserting a claim for indemnification is made breach of any such representation or warranty shall have been given prior to such date to the expiration date party which made such representation and warranty), (ii) all representations or warranties contained in Section 3.13 shall survive the Closing until three (3) years from the Closing Date and shall thereupon expire together with any right to indemnification (except to the extent a written notice asserting a claim for breach of the representations and warranties on which any such representation or warranty shall have been given prior to such date to the party which made such representation and warranty), (iii) all claims based upon an intentional fraudulent misrepresentations shall survive the Closing until four (4) years from the Closing Date and shall thereupon expire together with any right to indemnification (except to the extent a written notice asserting a claim for indemnification is based, the expiration of such representations and warranties shall not affect the right breach of any Indemnified Person such representation shall have been given prior to seek indemnification for Damages such date to the party which made such representation), and (iv) all representations or warranties contained in respect of such claim pursuant to Section 6 hereof3.9 shall survive the Closing indefinitely. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will shall not be affected precluded by any investigation conducted with respect to, or any Knowledge knowledge actually acquired (or capable of being acquired) at any time, whether by Buyer before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver in writing of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the shall preclude any right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations and warranties of Purchaser and Seller Parties contained herein given or made by either Party in this Agreement or any other Closing Document or document, certificate or other instrument required writing furnished in connection herewith, and related indemnity rights, shall survive the Closing for a period of twelve (12) months after the Closing Date and shall thereafter terminate and be of no further force or effect except that any representation or warranty, and related indemnity rights, as to which a claim (including a contingent claim) shall have been asserted during the survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. The covenants and agreements of the Parties contained in Article 7 and Article 11 of this Agreement shall survive the Closing indefinitely, unless otherwise specified herein. Except as set forth in Section 5.8, the representations and warranties of the Parties set forth herein, subject to the express exceptions thereto, shall not be delivered hereunder affected by any information furnished to, or thereunder any investigation or audit conducted before or after the Effective Date or the Closing Date by, any of the Parties or their respective representatives in connection with the transactions contemplated hereby Transactions, and each Party shall survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (a) be entitled to rely upon the representations and warranties of the other Party set forth herein notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing. Except as set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), togetherSection 5.8, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 6 hereof. The right to indemnification, payment of Damages indemnification or other remedy based on such any of the representations, warranties, covenants, and covenants or obligations in this Agreement or any of the Ancillary Agreements will not be affected by any investigation or audit conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations ------------------------------------------------------------ representations, warranties, covenants and warranties of Purchaser obligations in this Agreement, the schedules and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required the certificates delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall this Agreement will survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), Closing; provided that (ai) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. -------- Article III (other than those representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall survive until sixty (60) days terminate twelve months after the expiration of Closing Date, (ii) the applicable statutes of limitations covenants and agreements set forth in this Agreement (including any extensions or waivers thereofother than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (biii) the representations and warranties set forth in *** Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, until the expiration of such representations and warranties shall not affect the right applicable statute of any Indemnified Person to seek indemnification for Damages in limitations with respect of such claim pursuant to Section 6 hereofthereto. The right to indemnification, payment of Damages damages or other remedy based on such representations, warranties, covenants, covenants and obligations will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of of, or compliance with, any such representation, warranty, covenant, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, damages or other remedy based on such representations, warranties, covenants, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All The representations and warranties of Purchaser made by Seller, Guarantor and Seller Parties contained herein or Buyer in this Agreement and any other Closing Document or document, certificate schedule, exhibit or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby relating hereto shall survive the Closing Date for a period of four years, except that with respect to taxation matters, such period shall be the longer of (i) four years and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (aii) the applicable statute of limitations. Notwithstanding anything contained in this Agreement, including, without limitation, this Section 10.1, any claims with respect to representations and warranties set forth made in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Agreement or in any document or other instrument relating hereto shall survive until sixty (60) days after and continue following the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth survival periods stated above if such claim is submitted in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that writing to the extent any written Indemnifying Party (as defined below) prior to the end of the survival periods stated in this Section 10.1 or otherwise and identified as a claim for indemnification is made prior pursuant to this Agreement. In that event, such claims shall survive until resolved, with the expiration date of understanding that if such claims cannot be resolved within 10 days or such longer period as the representations and warranties on which any such claim for indemnification is basedparties may agree in writing, the expiration of dispute shall be submitted to arbitration in accordance with Section 12.4 hereof. Except as to such representations and warranties matters described in the Disclosure Letter (which exception shall not affect apply to materials merely attached thereto), the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 6 hereof. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the certificate delivered pursuant to Section 2.4(a)(v), and any other certificate or document delivered pursuant to this Agreement (with the exception of the Employment Agreements, which shall be contracts between the Company and the respective Sellers independent of this Agreement except as otherwise specifically provided therein or herein) shall survive the Closing for a period of * from the Closing Date, except to the extent that Damages relate to the fraud or any willful misconduct of any of the Sellers, or to the fact that prior to Closing all employees of the Company were deemed by the Company not to be subject to laws entitling certain employees to the receipt of payment for overtime, in which event such time limitation shall not apply. Notwithstanding the aforesaid, the representations and warranties of Purchaser the Sellers in Section 3.29 and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (a) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties Section 3.30 shall not affect the right of be qualified by or subject to any Indemnified Person limitation as to seek indemnification for Damages in respect of such claim pursuant to Section 6 hereoftime. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Purchaser shall inform the Sellers immediately upon becoming aware of any Breach by the Sellers under this Agreement, provided however, that any failure by the Purchaser so to notify the Sellers shall not relieve the Sellers of any liability under this Agreement nor constitute a waiver by the Purchaser of any of its rights under this Agreement.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations representations, warranties, covenants, and warranties of Purchaser obligations in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the certificates delivered pursuant to Sections 8.4(d) and Seller Parties contained herein or in 9.4(a), and any other Closing Document or document, certificate or other instrument required document delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall this Agreement will survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (a) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. shall survive until sixty (60) days after the expiration Effective Time of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to Section 6 hereofMerger. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the any failure of performance of or compliance with any covenant or obligation, for purposes of Article 8 or 9 will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligationsobligations unless specifically so provided in such waiver. Any party hereto with actual knowledge at the time of Closing of any facts or occurrences clearly constituting a breach of any representation, warranty or covenant of another party hereto with respect to which it is expected that a claim against such other party for indemnification hereunder will be submitted after Closing shall notify such other party of such facts or occurrences prior to Closing; provided, however, that any failure to provide such notice prior to Closing shall not prevent any claim for indemnification hereunder unless such other party is materially prejudiced thereby.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations, warranties, covenants, and obligations in this Agreement or any other Loan Document will survive until (i) in the case where the Lenders have exercised their conversion rights pursuant to Article 4, the date that is three (3) years after the issuance of the Common Shares pursuant to Article 4, or (ii) otherwise, through the date when the Borrower has fully and indefeasibly repaid to the Lenders the principal amount of the Loans and any interest thereon (such date pursuant to clause (ii) of this Section 10.3, the “Survival Date”); provided, however, that all representations and warranties made as of Purchaser and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required the date hereof by incorporation into this Agreement by reference pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (a) the representations and warranties set forth in *** *** Portions Section 6.15 of this page have been omitted pursuant Agreement that relate to a request for Confidential Treatment filed separately with Section 4.17 (Employment Matters) and Section 4.23 (Taxes) of the Commission. Securities Purchase Agreement shall survive until sixty the earlier of the date which is (60i) 30 days after the expiration of the applicable statutes respective statute of limitations (including any extensions or waivers thereof) applicable thereto and (bii) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”)Survival Date; provided, further, that to notwithstanding Section 4.1(f), exercise by the extent any written claim for indemnification is made prior to the expiration date Lenders of the representations and warranties on which any such claim for indemnification is based, the expiration of such representations and warranties conversion rights pursuant to Article 4 shall not affect be deemed payment in full of the right Loan for purpose of any Indemnified Person to seek indemnification for Damages in respect of such claim pursuant to this Section 6 hereof10.3(ii). The right to indemnification, payment of Damages Losses or other remedy based on such representations, warranties, covenants, covenants and obligations agreements will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Effective Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, covenant or obligationagreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of DamagesLosses, or other remedy based on such representations, warranties, covenants, covenants and obligationsagreements.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations ------------------------------------------------------------ representations, warranties, covenants, and warranties of Purchaser and Seller Parties contained herein or obligations in any other Closing Document or document, certificate or other instrument required to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), provided that (a) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. shall survive until sixty (60) days after the expiration of the applicable statutes of limitations (including any extensions or waivers thereof) and (b) the representations and warranties set forth in *** shall survive indefinitely ((a) and (b), togetherAgreement, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is basedschedules hereto, the expiration of such representations and warranties shall not affect the right of any Indemnified Person to seek indemnification for Damages in respect of such claim certificate delivered pursuant to Section 6 hereof1.03(b)(1)(B), and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, indemnification and payment of Damages or other remedy (as defined below) based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation; provided, however, that no breach by Seller of any representation or warranty in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder if any officer of Buyer had actual knowledge of such breach at the time of the execution of this Agreement provided, however, Buyer and Seller acknowledge that the items set forth on Exhibit 6.01 have not been delivered at the time of execution of this Agreement and Seller agrees (i) to deliver such items on or before the Closing Date, and (ii) that Buyer shall not have waived any right to claim a breach of any representation or warranty in this Agreement with respect to such items. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations representations, warranties, covenants and warranties of Purchaser obligations in this Agreement, the schedules and Seller Parties contained herein or in any other Closing Document or document, certificate or other instrument required the certificates delivered pursuant to be delivered hereunder or thereunder in connection with the transactions contemplated hereby shall this Agreement will survive the Closing and shall continue until *** after the Closing (the “General Indemnity Escrow Period”), Closing; provided that (ai) the representations and warranties set forth in *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Article III (other than those representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3) or in any certificate, instrument or other document delivered hereunder shall survive until sixty (60) days terminate twelve months after the expiration of Closing Date, (ii) the applicable statutes of limitations covenants and agreements set forth in this Agreement (including any extensions or waivers thereofother than those set forth in this Article VIII and in Articles IX, X and XI) shall terminate twelve months after the Closing Date and (biii) the representations and warranties set forth in *** Sections 3.1, 3.2, 3.3, 3.8, 3.15, 4.1, 4.2 and 4.3 shall survive indefinitely ((a) and (b), together, the “Fundamental Representations”); provided, further, that to the extent any written claim for indemnification is made prior to the expiration date of the representations and warranties on which any such claim for indemnification is based, until the expiration of such representations and warranties shall not affect the right applicable statute of any Indemnified Person to seek indemnification for Damages in limitations with respect of such claim pursuant to Section 6 hereofthereto. The right to indemnification, payment of Damages damages or other remedy based on such representations, warranties, covenants, covenants and obligations will not be affected by any investigation conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of of, or compliance with, any such representation, warranty, covenant, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, damages or other remedy based on such representations, warranties, covenants, covenants and obligations. In the event that any matter which constitutes a breach of a representation or warranty of this Agreement also constitutes a matter which is a Retained Liability, the limitations on survival contained in this Section 8.1 shall not be deemed to be a restriction on CompuCom's ability to make a claim under this Article VIII for any Retained Liability.