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

Survival of Representations and Warranties and Covenants. The representations and warranties of each Party to this Agreement shall survive (without limitation) (i) the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], the representations and warranties of each Party to this Agreement shall survive [*]; provided, however, that if, with respect to any of said representations and warranties that survive [*], at any time prior to the end of such [*], any indemnified Party under Section 7 delivers to the indemnifying Party under Section 7 a written notice alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery under Section 7 based on such alleged breach, then said representation or warranty underlying the claim asserted in such notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the Parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of each Party to this Agreement shall survive (without limitation) (i) the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], herein (other than the representations and warranties of each Party in Section 4.13, except Section 4.13(q)), and the right to this Agreement commence any claim with respect thereto, shall survive [*]until the fifteen month anniversary of the Closing Date and shall expire thereafter, and the Parent and its Affiliates right to make any claim for indemnification for any Special Obligation in 42 accordance with the terms hereof, shall survive until the twenty-seven month anniversary of the Closing Date and shall expire thereafter; providedprovided that in the event written notice of any claim for indemnification under Section 9.2 or Section 8.1 shall have been given in accordance with Section 9.3(b) or Section 8.3 hereof or written notice of the commencement of a Tax audit shall have been given in accordance with Section 8.5(f) hereof within the applicable survival period, however, that if, the right to be indemnified with respect to any of said representations and warranties that survive [*], at any time prior to the end of such [*], any indemnified Party under Section 7 delivers to the indemnifying Party under Section 7 a written notice alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery under Section 7 based on such alleged breach, then said representation or warranty underlying the claim asserted in such notice matter shall survive the end of such [*] period until such time as such claim matter is fully and finally resolved. All Any investigation or other examination that may have been made or may be made at any time by or on behalf of the covenantsparty to whom representations and warranties are made shall not limit, agreements diminish or in any way affect or be deemed to modify the representations and obligations of the Parties contained warranties in this Agreement shall survive (i) until fully performed Agreement, and the parties may rely on the representations, warranties and covenants in this Agreement, and any schedule, exhibit or fulfilledcertificate in respect thereof, unless non-compliance with irrespective of any information obtained by them by any investigation, examination or otherwise, in all cases subject to any and all limitations to which such covenantsrepresentations, agreements or obligations is waived in writing by warranties and covenants are subject pursuant to this Agreement, including the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationsDisclosure Letter.

Survival of Representations and Warranties and Covenants. The representations and warranties of each Party to the Parties contained in this Agreement shall survive (without limitation) the Closing until the date that is 18 months after the Closing Date, except that (i) the Closing representations and warranties contained in Sections ‎5.1(a), 5.2, 5.3(a), 5.5, and 5.23 (the sale of the Purchased Assets to DIVERSA; “Seller Fundamental Representations”) and (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], the representations and warranties contained in Sections 6.1, 6.2 and 6.6 (the “Purchaser Fundamental Representations”) shall survive until 30 days after the expiration of each Party the applicable statute of limitations and the representations and warranties contained in Section 5.9 shall survive until 30 days after the expiration of the statute of limitations applicable to the respective Tax assessment under applicable Law. All of the covenants and agreements contained in this Agreement that contemplate actions (or inaction) to be taken (or not taken) after the Closing shall survive [*]the consummation of the transactions contemplated hereby and shall continue in full force and effect after the Closing in accordance with their terms. The covenants and agreements contained in this Agreement that contemplate actions (or inaction) to be taken (or not taken) prior to the Closing shall not survive the Closing; provided, however, that ifthe indemnification obligations under Section 9.2(a)(iii) shall survive until the date that is 18 months after the Closing Date. The indemnification obligations under Section 9.2(a)(v), with respect to any Section 9.2(a)(vi), Section 9.2(a)(vii) and Section 9.3(a)(iii) shall survive until 30 days after the expiration of said representations and warranties that survive [*], at any time prior the statute of limitations applicable to the end respective Tax assessment under applicable Law. The indemnification obligations under Section 9.2(a)(iv) shall survive until 30 days after the expiration of the statute of limitations applicable to the underlying claim. The indemnification obligations under Section 9.2(a)(viii) shall survive until (i) if a plan of reorganization is confirmed in the Bestwall Case, the effective date of such [*]plan of reorganization, any indemnified Party provided that, on such date, an Assumption Order shall have been entered in the Bestwall Bankruptcy Case and shall have become a Final Order, (ii) if the Bestwall Case is dismissed, the date on which the dismissal order is entered, (iii) if the Bestwall Case is converted to a chapter 7 liquidation proceeding, the date on which the trustee in such chapter 7 liquidation proceeding completes the distributions of the property of the estate of Bestwall (each of the dates set forth in clause (i), (ii) or (iii), a “Bankruptcy Conclusion Date”); provided, however, that if the Ground Lease is rejected by the applicable Bankruptcy Conclusion Date, the obligations under Section 7 delivers to 9.2(a)(viii) shall survive until the indemnifying Party date that is twelve (12) months following such applicable Bankruptcy Conclusion Date. The indemnification obligations under Section 7 9.3(a)(iv) shall survive until the earlier of the date that any and all obligations of Seller Parent or its Affiliates under (A) the Ground Lease or (B) the guarantee referred to in Schedule 7.21 have terminated. Notwithstanding Section 9.1, in the event a written notice alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis Claim Notice for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery indemnification under Section 7 based on such alleged breach9.2(a) or Section 9.3(a) shall have been given in accordance with Section 9.4 within the applicable survival period, then said representation or warranty underlying the indemnification claim asserted in such notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the Parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.

Survival of Representations and Warranties and Covenants. The representations All representations, warranties, agreements and warranties covenants made by Target herein, or in any certificate, schedule or exhibit delivered pursuant hereto, shall survive the execution and delivery of each Party to this Agreement shall survive (without limitation) (i) and the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], until the representations and warranties of each Party to this Agreement shall survive [*]date that is twelve (12) months following Closing; provided, however, that if, with respect to any claims for indemnification involving (i) the Specified Matters or breach of said the representations and warranties contained in Section 3.9 (Intellectual Property) (the “IP Representations”), shall survive until the date that survive [*]is twenty-four (24) months following Closing, at (ii) any time prior to the end of such [*], any indemnified Party under Section 7 delivers to the indemnifying Party under Section 7 a written notice alleging in good faith the existence of a breach of any of said the representations and warranties made by contained in Section 3.2 (Authority), Section 3.5 (Capital Structure), and Section 3.21 (Taxes) (collectively, the indemnifying Party (“Specified Representations”) and setting the matters set forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may existSections 9.2(a)(iv), (v) and asserting (viii) shall survive until the date that is thirty-six (36) months following the Closing, and (iii) Fraud shall survive until the date that is sixty (60) months following the Closing and, in good faith each case of (i), (ii) and (iii), shall also survive thereafter until resolved if a claim for recovery under Section 7 based on in respect thereof has been made prior to the applicable survival date with respect to such alleged breachmatters. If a claim has been asserted by Acquiror prior to the termination of the applicable survival date, then said the representation or warranty underlying the relating to such claim asserted in such notice shall survive the end of solely with respect to such [*] period claim until such time as such claim is fully finally determined in accordance with this Agreement. The parties acknowledge that the time periods set forth in this Section 9 and finally resolved. All of the covenants, agreements and obligations of the Parties contained elsewhere in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing for the assertion of claims and notices under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed hereunder by the Party entitled to such performance or (ii) if not fully performed or fulfilled, until parties. The parties further acknowledge that the expiration of time periods set forth in this Section 9 and elsewhere in the relevant statute of limitationsAgreement may be shorter than otherwise provided by law.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of each Party to this Agreement shall survive (without limitation) (i) the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], the representations and warranties of each Party to this Agreement shall survive [*]; provided, however, that if, with respect to any of said representations and warranties that survive [*], at any time prior to the end of such [*], any indemnified Party under Section 7 delivers to the indemnifying Party under Section 7 a written notice alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery under Section 7 based on such alleged breach, then said representation or warranty underlying the claim asserted in such notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the Parties contained in this Agreement shall survive the execution and delivery of this Agreement and the closing and the consummation of the transactions contemplated hereby (and any examination or investigation by or on behalf of any party hereto) for a period of 12 months from the Closing Date (the "Cut-Off Date"). Notwithstanding the foregoing, (i) until fully performed any obligation in respect of a claim for indemnity as a result of a breach of any representation or fulfilled, unless non-compliance with such covenants, agreements or obligations warranty of any party that is waived asserted in writing by with reasonable specificity as to the Party entitled nature and, if then reasonably determinable, amount of the claim prior to the Cut-Off Date or the applicable Tax Claims Date, in each case as applicable, shall survive past such performance date until finally resolved or settled, (ii) if not fully performed any obligation in respect of a claim by a party for indemnity arising from or fulfilled, related to a breach of the representations and warranties set forth in Section 2.14 (Taxes) shall survive until 30 days following the expiration of the relevant applicable statute of limitationslimitations (the "Tax Claims" and such date, the "Tax Claims Date"); and (iii) any obligation in respect of a claim by a party for indemnity arising from or related to a breach of the representations and warranties set forth in Sections 2.1 (Organization), 2.2 (Authority), 2.15 (Brokers), 2.16 (Purchased Assets), 2.29 (Investment Representations), 3.1 (Organization), 3.2 (Authorization), 3.5 (Issuance of Securities), 3.10 (Brokers) or 3.13 (Buyer Acknowledgement), a breach of a covenant set forth in ARTICLE IV, a claim arising from or related to fraud or willful misrepresentation on the part of the other party, or a claim by Buyer with respect to the Excluded Assets or Excluded Liabilities, or by Seller with respect to the Assumed Liabilities, shall survive indefinitely (collectively, the "Indefinite Claims").

Survival of Representations and Warranties and Covenants. The representations and warranties of each Party Buyer, Seller and the Company contained in this Agreement or any certificate to be delivered pursuant to this Agreement shall survive (without limitation) (i) the Closing and remain in full force and effect for a period of fifteen (15) months after the sale Closing Date and then shall thereafter terminate and be of no further force or effect; provided, that any claim relating to Fundamental Representations (other than representations set forth in Section 3.2 (Capitalization) or Section 3.4 (Subsidiaries)) or Indemnified Taxes may be made at any time prior to the expiration of the Purchased Assets to DIVERSAapplicable statute of limitations (including any valid extension of such statute of limitations); (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for provided, further, that the representations set forth in [*] which Section 3.2 (Capitalization) and Section 3.4 (Subsidiaries) shall survive for [*], indefinitely. All covenants and other agreements of the representations and warranties of each Party to parties contained in this Agreement shall survive [*]; providedthe Closing and shall continue in full force until the time period contemplated by its terms. Notwithstanding the foregoing, however, that if, with respect to any of said representations and warranties that survive [*], at any time prior to the end of such [*]the applicable survival period, any indemnified Party under Section 7 Buyer Indemnified Person or Seller Indemnified Person delivers to the indemnifying Party under Seller or Buyer, as applicable, a Claim Notice as provided in Section 7 a written notice 6.4(a) alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) representation, warranty or covenant and asserting in good faith a claim for recovery under Section 7 6.2 based on such alleged breach, then said representation the representation, warranty or warranty covenant underlying the claim asserted in such notice Claim Notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved. All It is the express intent of the covenantsparties that if an applicable survival period as contemplated by this Section 6.1 is shorter (or longer) than the statute of limitations that would otherwise apply, agreements then, by contract, the applicable statute of limitations shall be reduced to (or increased to) the survival period contemplated hereby. The parties further acknowledge and obligations of agree that the Parties contained time periods set forth in this Section 6.1 for the assertion of claims under this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationsparties.

Survival of Representations and Warranties and Covenants. The representations and warranties of each Party to this Agreement shall survive (without limitationa) (i) If the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*]Merger is consummated, the representations and warranties of each Party to the Company contained in this Agreement shall survive the Closing and remain in full force and effect for a period of [*]; provided] after the Closing Date and then shall terminate other than the Specified Representations, howeverwhich shall survive the Closing and remain in full force and effect until ninety (90) days following the expiration of the applicable statute of limitations (such applicable date, the “Survival Date”). If the Merger is consummated, all covenants of the Parties (including the covenants set forth in Articles IV and V) shall expire and be of no further force or effect as of the close of business on the date that if, with respect to any of said representations and warranties that survive is [*]] months after the Closing Date, except to the extent such covenants provide that they are to be performed after the Closing, in which case such covenants shall survive until the date or end of the period specified therein (and, if no date or period is [*] Confidential treatment requested. 90 CONFIDENTIAL TREATMENT REQUESTED specified therein, then such covenants shall survive indefinitely). Notwithstanding anything to the contrary contained in this Section 8.1, if, at any time prior to the end of such [*]applicable Survival Date, any indemnified Party under Section 7 Indemnified Person delivers to the indemnifying Party under Section 7 Securityholders’ Representative a written notice as provided in Section 8.4(a) alleging in good faith the existence of a breach or violation of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) representation or warranty or covenant and asserting in good faith a claim for recovery under Section 7 5.9 or Section 8.2 based on such alleged breachbreach or violation, then said the representation or warranty or covenant underlying the claim asserted in such notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved; provided, that the representations and warranties set forth in Section 2.11 hereof shall survive until the Tax Survival Date. All of Except as otherwise provided in Section 5.9, if the covenantsMerger is consummated, agreements this Article VIII is the sole and obligations of exclusive remedy to the Parties contained for all claims in any way related to this Agreement shall survive and the transactions contemplated hereby other than (ia) until fully performed claims based upon fraud or fulfilledintentional misrepresentation, unless non-compliance with such covenantsor intentional breach, agreements or obligations is waived in writing by the Party entitled to such performance or (iib) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationsclaims seeking equitable remedies.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of each Party to this Agreement shall survive (without limitation) (i) the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], herein (other than the representations and warranties of each Party in Section 3.13), and the right to this Agreement commence any claim with respect thereto, shall survive [*]for 12 months from the Closing Date and shall expire thereafter, and the representations and warranties set forth in Section 3.13, and the right to commence any claim with respect thereto, shall survive for 27 months from the Closing Date and shall expire thereafter (such additional 15-month period, the “Extended Survival Period”), it being understood and agreed that the Parent and its Affiliates’ right to make any claim for indemnification under Article VII (including, without limitation, in respect of the representations and warranties in Sections 3.13(j), (k), and (l)) and Section 8.2(a)(iii) shall survive for 27 months from the Closing Date; providedprovided that in the event written notice of any claim for indemnification under Section 8.2 or Section 7.1 shall have been given in accordance with Section 8.3(b) or Section 7.3 hereof or written notice of the commencement of a Tax audit shall have been given in accordance with Section 7.5(f) hereof within the applicable survival period, however, that if, the right to be indemnified with respect to any of said representations and warranties that survive [*], at any time prior to the end of such [*], any indemnified Party under Section 7 delivers to the indemnifying Party under Section 7 a written notice alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery under Section 7 based on such alleged breach, then said representation or warranty underlying the claim asserted in such notice matter shall survive the end of such [*] period until such time as such claim matter is fully and finally resolved. All Any investigation or other examination that may have been made or may be made at any time by or on behalf of the covenantsparty to whom representations and warranties are made shall not limit, agreements diminish or in any way affect or be deemed to modify the representations and obligations of the Parties contained warranties in this Agreement shall survive (i) until fully performed Agreement, and the parties may rely on the representations, warranties and covenants in this Agreement, and any schedule, exhibit or fulfilledcertificate in respect thereof, unless non-compliance with irrespective of any information obtained by them by any investigation, examination or otherwise, in all cases subject to any and all limitations to which such covenantsrepresentations, agreements or obligations is waived in writing by warranties and covenants are subject pursuant to this Agreement, including the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationsCompany Disclosure Schedule.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of each Party to Seller contained in this Agreement or in the certificate delivered pursuant to Section 8.1(d) (the “Seller Representations”) shall survive (without limitation) (i) the Closing and continue in full force and effect until the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], the representations and warranties of each Party to this Agreement shall survive [*]Survival Date; provided, however, that if, with respect to any of said (i) the representations and warranties that made pursuant to Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.4 (Purchased Subsidiaries; Capitalization), Section 5.5 (Ownership and Transfer of Purchased Assets), Section 5.19 (Financial Advisors) (collectively, the “Seller Fundamental Representations”) and the representations and warranties made pursuant to Section 5.9 (Taxes) and Section 5.14 (Employee Benefits Plans) shall in each case survive [*]until sixty (60) days following the expiration of the applicable statutory period of limitation (including all periods of extension, at any time whether automatic or permissive), (ii) the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property) and Section 5.18 (Environmental Matters) shall survive until the third (3rd) anniversary of the Closing Date and (iii) the representations and warranties made pursuant to Section 5.12 (Intellectual Property) other than Section 5.12(c) shall survive until the second (2nd) anniversary of the Closing Date. Written notice of a claim for indemnification must be given by Purchaser to Seller in accordance with the provisions hereof prior to the end expiration of the applicable representations and warranties, in which case such [*], any indemnified Party under Section 7 delivers to the indemnifying Party under Section 7 claim shall survive until finally resolved or judicially determined. Any claim for indemnification as a written notice alleging in good faith the existence result of a breach of any of said representations a representation and warranties made warranty by the indemnifying Party (and setting forth in reasonable detail the basis Seller for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery under Section 7 based which notice is not delivered to Seller on such alleged breach, then said representation or warranty underlying the claim asserted in such notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the Parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Party entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationsapplicable representation and warranty will be irrevocably and unconditionally released and waived.

Survival of Representations and Warranties and Covenants. The representations and warranties of each Party contained in Articles II and III and in the certificates delivered pursuant to this Agreement Sections 6.3(b) and 6.4(b), and the covenants contained herein to be fully performed or complied with at or prior to the Closing Date, shall survive (without limitation) (i) until the date that is 18 months after the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which Date, whereupon they shall survive for [*], the representations and warranties of each Party to this Agreement shall survive [*]expire; provided, however, that ifthe representations and warranties contained in Sections 2.1 (Corporate Status and Authority of the Seller), 2.2 (No Conflicts, Consents and Approvals), 2.3 (Corporate Status of the Company), 2.4 (Capitalization), 2.5 (Subsidiaries), and 2.19 (Brokers) (collectively, the “Fundamental Representations”) shall survive the Closing indefinitely; provided, further that the representations and warranties contained in Section 2.14 (Tax) (the “Tax Representations”) shall survive until the date that is six months following the expiration of the applicable statute of limitations (including any applicable extensions thereof). No claim for indemnification under this Article VII may be asserted with respect to any of said representations and such representations, warranties that survive [*]or covenants after the date indicated in the preceding sentence unless, at any time prior to the end of date such [*]representations, any indemnified Party under Section 7 delivers to warranties or covenants expire, the indemnifying Party under Section 7 a written notice alleging party seeking indemnification shall have suffered actual Damages and shall have notified in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth writing in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) and asserting in good faith party from whom indemnification is sought of a claim for recovery under Section 7 based on such alleged breach, then said representation or warranty underlying the claim asserted in such notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the Parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationsindemnity hereunder.