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

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement shall survive shall, notwithstanding any investigation by or notice by or to any party prior to the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall Date, survive the Closing until eighteen (18) months following the close of business on March 31, 2001 (the "Expiration Closing Date"), ; provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.53.4, 3.12(a)(i)3.17, 3.8.3, and 3.9.4 (iithe “Seller Fundamental Representations”) shall survive until the expiration of all statutes of limitations applicable thereto, the representations and (iv)warranties of Seller contained in Sections 3.9.11 and 3.10.2 shall survive the Closing until February 28, 2009, and the representations and warranties of Buyer contained in Sections 4.1, 4.2, 4.3., 4.4 and 4.7 4.5 (the “Buyer Fundamental Representations”) shall survive the Closing until the sixth year anniversary expiration of all statutes of limitations applicable thereto. In the event notice of any Claim for indemnification under Section 9.4 shall have been given prior to midnight on the last day of the Closing Date with respect to claims which may be asserted in connection with a breach thereofapplicable survival period (the “Expiration Date”), the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim such Claim shall survive indefinitely, but only with respect to such indemnification claim until such claim the Claim is finally resolved. The covenants and agreements made by any party which are to be performed after of the Closing Date parties contained in this Agreement shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11performed.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement shall survive the Closing for the periods Warrantors set forth in this Section 8.1. The Article III, the representations and warranties of the Seller Parent and Recap Co shall survive the Closing set forth in Article IV and the representations and warranties of Buyer and Buyer Parent the Purchaser set forth in Article V shall survive the Closing until the close second (2nd) anniversary of business on March 31, 2001 (the "Expiration Closing Date"), ; provided, however, that the representations Company Fundamental Warranties, the Seller Fundamental Warranties and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 the Purchaser Fundamental Warranties shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereofindefinitely, and the representations and warranties that are the subject of any indemnification claim set forth in Section 3.13 (Taxes) shall survive indefinitely, but only with respect to such indemnification claim the Closing until such claim is finally resolvedsixty (60) days after the applicable statute of limitations governing claims arising thereunder. The covenants and or other agreements made contained in this Agreement that by any party which their terms or nature are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or Closing in accordance with their terms. If written notice of a claim for indemnification has been given in accordance with Section 9.2 prior to the Closing Date expiration of the applicable representations, warranties or covenants, then the relevant representations, warranties or covenants shall expire at the Closing other than Article 2 and Sections 5.6.5survive as to such claim, 5.10 and 5.11until such claim has been finally resolved.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties Seller contained in this Agreement Article 3 or in any other Transaction Document delivered by Seller pursuant hereto shall survive the Closing under this Agreement for a period of two years after the periods set forth Closing Date except for those in this Section 8.13.2(c) which shall survive until 60 days after the expiration of all applicable statutes of limitation and those in Section 3.1(a), Section 3.1(b), Section 3.1(e) and Section 3.2(a) (the representations and warranties of Seller contained in such Sections, the “Fundamental Seller Representations”) which shall survive indefinitely. The representations and warranties of Seller Parent and Recap Co Buyer contained in Article 4 or in any other Transaction Document delivered by Buyer pursuant hereto shall survive the Closing for a period of two years after the Closing Date other than those in Section 4.1(a), Section 4.1(b) and Section 4.1(e) (the representations and warranties of Buyer and contained in such Sections, the “Fundamental Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"Representations”), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are contained in this Agreement or the other Transaction Documents to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by Closing indefinitely. The right to make claims for indemnification or reimbursement based upon any party which are covenant to be performed at or prior to completed after the Closing Date shall expire at will survive the Closing other than Article 2 and Sections 5.6.5for a period of five years or until 60 days after the expiration of the term of such covenant, 5.10 and 5.11whichever is later.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained made herein or in this Agreement any certificate delivered hereunder shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business 11:59 p.m. New York time on March December 31, 2001 (the "Expiration Date")2018, and shall then expire; provided, however, that (i) the Fundamental Representations and the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(iclauses (a), (iib), (f) and (iv)g) of Section 3.02, 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereofindefinitely, and (ii) the representations and warranties contained in Section 3.16 3.01(m) (Environmental), Section 3.01(n) (Taxes) and Section 3.01(s) (Related Party Transactions) shall survive the date that is (x) ninety (90) days after the expiration of the longest federal, state, local or foreign statute of limitation (including extensions thereof) applicable to the underlying claim or (y) if there is no applicable statute of limitation, on the fifth (5th) anniversary of the Closing Date. Those covenants and agreements which by their terms apply in whole or in part after the Closing shall survive the Closing for four years with respect to claims which may be asserted and continue in connection with a breach thereoffull force until performed, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The those covenants and agreements made by any party which are contained herein to be wholly performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at as of the Closing other than Article 2 Closing. If a party seeking to be indemnified makes a claim in accordance with the applicable provisions of Section 7.08 within the time periods set forth in this Section 7.01, such claim shall survive until it is finally and Sections 5.6.5, 5.10 and 5.11fully resolved.

Survival of Representations, Warranties and Covenants. The representations ----------------------------------------------------- representations, warranties and warranties covenants of the parties contained in this Agreement hereto shall survive the Closing for a period of two (2) years after the periods Closing Date; provided, -------- however, that following the Closing, any breach of any representation, warranty ------- or covenant made by the Company or the Shareholders under (a) Sections 2.2 (Capital Stock of the Company) and 2.22 (Brokers) shall survive in perpetuity, (b) Section 2.14 (Employee Benefit Plans) and 2.16 (Taxes) shall survive for the respective applicable statutes of limitations with respect to the matters contained therein, and (c) Section 2.31 (Environmental Compliance) shall survive for the applicable statutes of limitation for all releases, violations, liabilities, conditions or occurrences described in Section 2.31 existing or occurring on or before the Closing Date (such termination dates set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (6.1 being collectively referred to as the "Expiration DateDates"). If ---------------- written notice of a claim has been given prior to, providedbut not after, howeverthe applicable Expiration Date, that then the representations relevant representations, warranties and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 covenants shall survive the Closing as to such claim, until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is has been finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.

Survival of Representations, Warranties and Covenants. The representations and warranties and the covenants the performance of which is specified to occur on or prior to the Closing (the “Pre-Closing Covenants”) of the parties contained in this Agreement shall survive Agreement, including the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co Company Disclosure Letter, shall survive the Closing and the representations continue in full force and warranties of Buyer and Buyer Parent shall survive effect until 18 months after the Closing until the close of business on March 31, 2001 (the "Expiration Date"), ; provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(iSection 2.12 (Environmental Matters), Section 2.13 (iiEmployees and Labor) and Section 2.14 (iv), 4.1, 4.2, 4.3., and 4.7 Employee Benefits Plans) shall survive the Closing and continue in full force and effect until the sixth year anniversary of date that is 30 months after the Closing Date with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties contained in Sections 2.01 (Organization, Standing and Corporate Power), Section 3.16 2.02 (Subsidiaries), Section 2.03 (Capital Structure; Indebtedness), Section 2.04(a) (Authority), Section 2.24 (Brokers and Other Advisors), Section 3.05 (Brokers and Other Advisors), Section 3.06 (The Shares), Section 4.01 (Organization, Standing and Corporate Power), Section 4.02(a) (Authority), Section 4.07 (Brokers and Other Advisors) and Section 4.09 (No Distribution), shall survive the Closing indefinitely. Any covenant or other agreement herein, any portion of the performance of which may, or is specified to, occur after the Closing, shall survive indefinitely or for four years with respect to claims which such lesser period of time as may be asserted specified therein or elsewhere in connection with a breach thereofthis Agreement. Except as otherwise provided in this Article IX and in Article VI, and no other representations, warranties or covenants of the representations and warranties that are the subject of any indemnification claim Parties contained in this Agreement shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11Closing.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties hereto contained in this Agreement or in any certificates delivered pursuant to this Agreement shall survive the Closing for a period of 18 months after the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31Closing, 2001 (the "Expiration Date"), provided, however, except that the representations and warranties contained in Sections Section 3.1, Section 3.2, 3.3, 3.5, 3.12(a)(i), the first sentence and the last sentence of Section 3.17 and Section 3.18 (iithe “Seller Fundamental Representations”) and (iv), Section 4.1, 4.2, 4.3., Section 4.2 and 4.7 Section 4.5 (the “Purchaser Fundamental Representations”) shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereofindefinitely, the representations and warranties contained in Section 3.16 3.14 other than Section 3.14(a)(iii)(A) shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, period of 36 months after the Closing and the representations and warranties that are contained in Section 3.14(a)(iii)(A) shall not survive the subject of any indemnification claim Closing; and the representations and warranties contained in Section 3.10 and Section 3.12 shall survive indefinitelythe Closing for the applicable statute of limitations plus 60 days; and none of the covenants or agreements contained in this Agreement to be performed prior to the Closing shall survive the Closing, but only and those covenants which by their terms contemplate performance after the Closing shall survive the Closing until the expiration of the term of the undertaking set forth in such covenants and agreements or until performed; provided, however, that any claim made with respect reasonable specificity by the party seeking to such indemnification claim be indemnified within the time periods set forth in this Section 8.1 shall survive until such claim is finally resolved. The covenants and agreements made by resolved (including any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11appeals).

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the parties contained in this Agreement shall survive the Closing for the periods as set forth in this Section 8.1below. The representations and warranties of Seller Parent contained in (i) Sections 3.1, 3.2, 3.3(a), 4.1 and Recap Co 4.2 shall survive indefinitely, (ii) Section 3.8(c) shall survive the closing until December 31, 2009, (iii) Section 3.7 shall survive the Closing until thirty (30) days following the expiration of the applicable statutory period of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time and the representations (iv) all other sections of Articles III, IV and warranties of Buyer and Buyer Parent V shall survive the Closing until the close twelve (12) month anniversary of business on March 31, 2001 (the "Expiration Closing Date"), provided, however, that . None of the representations and warranties covenants or agreements contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 this Agreement shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims other than those which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed their terms contemplate performance after the Closing Date shall survive until fully performed and the such surviving covenants and agreements shall survive only for such period as is prescribed by the applicable statute of limitations (and in each case thereafter until resolved if a claim in respect thereof has been made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11such date).

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties DRPI contained in this Agreement Article 3 or in any other Transaction Document delivered by DRPI pursuant hereto shall survive the Closing under this Agreement for a period of two years after the periods set forth Closing Date except for those in this Section 8.13.2(c) which shall survive until 60 days after the expiration of all applicable statutes of limitation and those in Section 3.1(a), Section 3.1(b), Section 3.1(e), Section 3.1(g), Section 3.1(h) and Section 3.2(a) which shall survive indefinitely. The representations and warranties of Seller Parent and Recap Co shall survive the Closing Buyer and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties Partnership contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive Article 4 or in any other Transaction Document delivered by Buyer or the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 Partnership pursuant hereto shall survive the Closing for four a period of two years with respect to claims after the Closing Date other than those in Section 4.1(a), Section 4.1(b), Section 4.1(e), Section 4.1(f), Section 4.1(g), Section 4.1(i), Section 4.1(j) and Section 4.1(l), which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are contained in this Agreement or the other Transaction Documents to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by Closing indefinitely. The right to make claims for indemnification or reimbursement based upon any party which are covenant to be performed at or prior to completed after the Closing Date shall expire at will survive the Closing other than Article 2 and Sections 5.6.5for a period of five years or until 60 days after the expiration of the term of such covenant, 5.10 and 5.11whichever is later.

Survival of Representations, Warranties and Covenants. The representations and warranties of made by the parties contained in this Agreement shall survive the Closing for Date (or, in the periods set forth in this Section 8.1. The representations and warranties case of Seller Parent and Recap Co shall survive the Closing and the representations and warranties made by Timken Alloy in Article V, the Deferred Closing Date) for a period of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 eighteen (the "Expiration Date"), 18) months; provided, however, that the representations and warranties contained set forth in Sections 3.14.2, 3.24.4, 3.34.5, 3.5, 3.12(a)(i4.8(b), 4.9, 4.17 (ii) and (ivother than Section 4.17(g)), 4.14.30, 4.25.2, 4.3.5.4, 5.7, 6.3, 6.5, and 4.7 6.10 and the first sentence of Section 4.10 shall survive the Closing until sixty (60) days following the sixth year anniversary expiration of the applicable statute of limitations (including any extension thereof); provided further, however, that the representations and warranties set forth in Section 4.21 and the indemnity set forth in Section 9.2(a)(xviii) shall survive the Closing Date with respect to claims which may be asserted in connection with for a breach thereofperiod of seven (7) years, the representations and warranties contained set forth in Section 3.16 4.17(g) shall survive the Closing Date for four a period of three (3) years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are set forth in Section 6.8 shall terminate at Closing. For convenience of reference, the subject of date upon which any indemnification claim representation or warranty contained herein shall survive indefinitelyterminate is referred to herein as the “Survival Date.” Unless otherwise expressly set forth in this Agreement, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to set forth in this Agreement shall survive the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11remain in effect indefinitely.

Survival of Representations, Warranties and Covenants. The All of the representations and warranties of the parties contained Parties made in this Agreement shall survive or made pursuant to this Agreement and the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co other Transaction Agreements shall survive the Closing and shall expire at 11:59 p.m. on the representations and warranties of Buyer and Buyer Parent shall survive date that is eighteen months following the Closing until Date; provided that such expiration shall not affect the close of business on March 31, 2001 (Parties’ rights and obligations as to any claims asserted prior to such time. Notwithstanding the "Expiration Date"), provided, however, that foregoing to the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereofcontrary, the representations and warranties contained in Section 3.16 shall survive 4.1, Section 4.2 (only as to corporate authority), Section 4.3 and the Closing for four years with respect to claims which may be asserted in connection with a breach thereoffirst and second sentence of Section 4.4(c) (collectively, the “Class I Fundamental Representations”) and the representations and warranties that are contained in Section 4.9, Section 4.10 and Section 4.11 (collectively, the subject of any indemnification claim “Class II Fundamental Representations”) shall survive indefinitely, but only with respect the Closing until the applicable statute of limitations has expired for claims based upon a breach of such representations and warranties. The right of an Indemnified Party to such assert any new claim for indemnification claim until such claim is finally resolvedafter the expiration of the above survival periods shall terminate. The covenants and other agreements made by any party which are to be performed after of the Parties contained in this Agreement and the other Transaction Agreements shall survive the Closing Date shall survive until fully they are otherwise terminated or performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11in accordance with their respective terms.

Survival of Representations, Warranties and Covenants. The All representations and warranties of the parties contained in this Agreement Agreement, including any Schedules made a part hereof, and any covenants or other agreements the performance of which are specified to occur prior to the Closing, shall survive the Closing for hereunder and shall terminate, and thereafter be of no further force or effect, on the periods set forth in this Section 8.1. The representations and warranties 15-month anniversary of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31Date, 2001 other than (the "Expiration Date"), provided, however, that a) the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i2.2 (Capital Structure), 2.4 (iiTitle to Purchased Interests), 2.5 (Authority; Validity of Agreement), 3.1 (Title to Purchased Interests), 3.2 (Authority; Validity of Agreements) and 4.2 (ivAuthority; Validity of Agreements), 4.1, 4.2, 4.3., and 4.7 which shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, forever and (b) the representations and warranties contained in Section 3.16 Sections 2.19 (Taxes), which shall survive until six (6) months following the expiration of the applicable statutory period of limitations (including any extensions thereof) to the extent that such representation and warranties relate to Income Taxes. Any covenant or other agreement herein, any portion of the performance of which may or is specified to occur at or after the Closing, shall survive the Closing hereunder indefinitely until fulfilled or for four years with respect to claims which such lesser period of time as may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11specified therein.

Survival of Representations, Warranties and Covenants. The All representations and warranties in ARTICLE III, ARTICLE IV, ARTICLE V or in any certificate executed and delivered in fulfillment of the parties contained in requirements of this Agreement shall survive the Closing for until the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive date that is fifteen (15) months following the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 Date; provided that (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (iia) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereofthe Seller, subject to the last sentence of this Section 10.01, the representations and warranties contained set forth in Section 3.16 shall survive Sections 3.01, 3.02, 3.07(a), and 3.21 (collectively, the Closing for four years “Seller Fundamental Representations”), (b) with respect to claims which may be asserted in connection with a breach thereofthe Buyer Parties, and the representations and warranties that are set forth in Sections 4.01, 4.02 and 4.06 (collectively, the subject of any indemnification claim shall survive indefinitely“Buyer Fundamental Representations”), but only and (c) with respect to such indemnification claim the Cash-Out Holders, the representations and warranties set forth in Sections 5.01 shall survive until such claim is finally resolvedthe earlier of six (6) years after the Closing Date and the latest date permitted by Law. The All covenants and other agreements made the performance of which is specified to occur on or prior to the Closing shall terminate at the Closing. All covenants and other agreements that by any party which their terms are to be performed after the Closing Date shall survive the Closing until fully performed in accordance with their terms. The limitations on survival set forth in this Section 10.01 shall not be construed to limit or reduce the survival of the representations and warranties contained in this Agreement for purposes of the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11Buyer Insurance Policy.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties Parties contained in this Agreement shall survive the Closing until March 31, 2009; provided, however, that the covenants set forth in Section 6.8 and Section 6.20 hereof shall survive until December 31, 2009; the representations and warranties set forth in Section 4.1, Section 4.2, Section 4.4, Section 4.8, Section 4.13, Section 4.14, Section 4.23, Section 5.1, Section 5.2, Section 5.4, Section 5.6, Section 5.14, Section 5.15 and Section 5.31 hereof shall survive until the expiration of all relevant statutes of limitation; and the representations and warranties set forth in Section 4.15, Section 4.16, Section 4.17, Section 5.16, Section 5.25 and Section 5.26, and the covenant in Section 9.2(e) hereof, shall survive until the fifth anniversary of the Closing Date. Except as set forth above and in Section 7.10 hereof, all covenants and agreements contained herein shall remain in full force and effect until March 31, 2009, except for those covenants and agreements that by their terms are to be performed in whole or in part after the Closing, which shall remain in full force and effect for a period of one (1) year following the date by which such covenant or agreement is required to be performed. Any claim made with reasonable specificity by the Party seeking to be indemnified within the time periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co 9.1 shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally and fully resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.

Survival of Representations, Warranties and Covenants. The All of the representations, warranties, covenants and obligations made or undertaken by the Parties shall survive the Closing; provided, however, the representations and warranties of contained in Sections 4(a) and 4(b) (other than the parties representations and warranties in Sections 4(a)(i), 4(a)(ii), 4(a)(v), 4(a)(vi), 4(b)(i), 4(b)(ii), 4(b)(iii), 4(b)(vii), 4(c)(i) and 4(c)(ii) (collectively, the “Fundamental Representations”)) shall survive Closing until, and any claims for indemnification for breaches thereof shall be made on or before, the first (1st) anniversary thereof; provided, the Fundamental Representations and the covenants and obligations contained in this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3.until, and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with any claim for a breach thereofthereof shall be made on or before, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereofexpiration of applicable statute of limitations; provided further, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect for which a written claim for indemnification has been properly given pursuant to such indemnification claim until such claim is finally resolvedSection 11(g). The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at on or prior to the Closing Date shall expire at expiration of the Closing other than Article 2 applicable survival period may continue to be asserted and Sections 5.6.5, 5.10 and 5.11indemnified against until finally resolved.

Survival of Representations, Warranties and Covenants. The representations and warranties contained in this Agreement shall survive for a period of twelve (12) months following the Closing Date, and shall thereafter cease to be of any force and effect, except for (a) claims as to which notice has been given prior to such date and which are pending on such date, (b) claims based upon representations and warranties set forth in Sections 2.1, 2.2, 2.8, 2.28, 3.1, 3.2, 3.4 and 3.6, which shall survive without limitation and (c) claims based upon representations and warranties set forth in Sections 2.5, 2.9 or 2.24, which shall survive until the expiration of the applicable statute of limitations (each, a “Claims Period”). If any act, omission, disclosure or failure to disclose shall form the basis for a claim for breach of more than one representation or warranty, and such claims have different periods of survival hereunder, then the termination of the survival period of one claim shall not affect a party’s right to make a claim based on the breach of the representation or warranty still surviving. All covenants of the parties contained in this Agreement which have a definitive term associated with such covenant shall survive the Closing Date for such term. All other covenants of the parties contained in this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11performed.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties Company contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement shall survive until 11:59 p.m. (EST) on the eighteen (18) month anniversary of the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 Date (the "Expiration “Survival Date"”), provided, however, that the representations and warranties of the Company contained in Sections 3.1Section 2.2 and Section 2.11 hereof shall survive until the expiration of the applicable statute of limitations, 3.2and provided further, 3.3however, 3.5that if, 3.12(a)(iat any time prior to 11:59 p.m. (EST) on the Survival Date, an Officer’s Certificate (as defined in Section 7.4(b)) is delivered alleging Losses and a claim for recovery under Section 7.4(b), (ii) then the claim asserted in such notice shall survive the Survival Date until such claim is fully and (iv)finally resolved. The representations and warranties of Parent and Sub contained in this Agreement, 4.1or in any certificate or other instrument delivered pursuant to this Agreement, 4.2shall terminate at the Closing, 4.3.provided, however, that the representations and 4.7 warranties of Parent and the Sub contained in Section 3.2 and Section 3.5 hereof shall terminate on the Survival Date. All covenants contained in this Agreement shall survive the Closing until the sixth year anniversary of the Closing Date with respect and shall continue to claims which may be asserted remain in connection with a breach thereof, the representations full force and warranties contained effect in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed perpetuity after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5Date, 5.10 and 5.11unless they terminate earlier in accordance with their express terms.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement Agreement, and the covenants contained in Article V, and any certificates required thereby or contemplated therein shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing Date until the close last day of business on March Purchaser’s 2004 fiscal year (but in no event later than December 31, 2001 (the "Expiration Date"2004), other than covenants that by their terms would terminate earlier; provided, however, that (i) the representations and warranties set forth in Section 3.4 (Capital Stock of the Company; Ownership of Shares) and the covenants contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), 5.5 (Further Assurances) and 5.13 (Expenses) shall survive until the expiration of the applicable statute of limitations and (ii) the representations, warranties and covenants set forth in Sections 3.15 (iv), 4.1, 4.2, 4.3., Taxes) and 4.7 5.6 (Tax Matters) and Section 8.3(a)(iii) shall survive until 30 days after the Closing until the sixth year anniversary expiration of the Closing Date applicable statute of limitations or period for which liability for Taxes may be assessed taking into account, without limitation, any waivers given by the Company or any of its Subsidiaries in respect of any taxation year. Neither the period of survival nor the Liability of a party with respect to claims which may its representations, warranties and covenants shall be asserted in connection with reduced by any investigation made at any time by or on behalf of another party. If written notice of a breach thereofclaim has been given prior to the expiration of the applicable representation, warranty or covenant, then the representations relevant representation, warranty and warranties contained in Section 3.16 covenant shall survive only as to the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification specific claim until such claim is has been finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement, the Schedules (including any supplements thereto made by Seller), the Transaction Documents and any other certificate or document delivered pursuant to this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year second anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, (except the representations and warranties of Seller and Xxxx set forth in Sections 2.15 and 4.9 shall survive until the fifth anniversary of the Closing Date). The covenants, agreements and indemnities (except those contained in Sections 5.1, 5.2, 5.3, 5.4, 5.8, 5.9, and 5.11, each of which shall not survive the Closing Date) contained herein shall survive the Closing without limitation as to time unless the covenant, agreement or indemnity specifies a time limitation, in which case such covenant, agreement or indemnity shall survive until the expiration of such specified term. The provisions of this Section 3.16 shall survive the termination of this Agreement and shall survive the Closing; provided, however, to the extent any provisions of this Section specifically state that they shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereofcertain period of time, and the representations and warranties that are the subject of any indemnification claim such provisions shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.only for such specified period of time. Section 6.2

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the parties hereto contained in this Agreement or in any certificates delivered pursuant to this Agreement shall survive the Closing for a period of 18 months after the periods set forth in this Section 8.1. The representations Closing, except that (i) the Seller Fundamental Representations and warranties of Seller Parent and Recap Co the Purchaser Fundamental Representations shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), indefinitely; (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 3.15 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, period of 36 months after the Closing; and (iii) the representations and warranties that are the subject of any indemnification claim contained in Section 3.11 and Section 3.13 shall survive indefinitelythe Closing for the applicable statute of limitations plus 60 days; and (b) none of the covenants or agreements contained in this Agreement to be performed prior to the Closing shall survive the Closing, but only and those covenants which by their terms contemplate performance after the Closing shall survive the Closing until the expiration of the term of the undertaking set forth in such covenants and agreements or until performed; provided, however, that any claim made with respect reasonable specificity by the party seeking to such indemnification claim be indemnified within the time periods set forth in this Section 8.1 shall survive until such claim is finally resolved. The covenants and agreements made by resolved (including any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11appeals).

Survival of Representations, Warranties and Covenants. The representations All the terms and conditions of this Agreement, together with all representations, warranties and covenants of the parties contained herein or in this Agreement any schedule hereto, or in any certificate, document or other instrument delivered in connection herewith shall survive the Closing for the periods set forth in execution of this Section 8.1. The representations Agreement and warranties of Seller Parent and Recap Co shall survive the Closing and notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto, as follows: (i) the representations and warranties of Buyer in Articles II and Buyer Parent shall III, other than those in Sections 2.1, 2.2 and 3.1, shall, in each case, survive the Closing until Date for a period of eighteen months following the close of business on March 31Closing Date, 2001 (the "Expiration Date"), provided, however, that ii) the representations and warranties contained in Sections 3.12.1, 3.22.2 and 3.1 shall survive the Closing Date without limit, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., iii) the covenants and 4.7 agreements (other than the representations and warranties) of the parties shall survive the Closing until the sixth year anniversary of the Closing Date performed in accordance with respect to claims their respective terms; in each case, except for representations, warranties and related indemnities for which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any an indemnification claim shall be pending as of the end of the applicable period referred to above, in which event such indemnities shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11final disposition thereof.

Survival of Representations, Warranties and Covenants. The Subject to the limitations and other provisions of this Agreement, including the provisions of this Article XI, the representations and warranties of the parties contained in this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co Parties shall survive the Closing and the representations shall remain in full force and warranties effect, regardless of Buyer and Buyer Parent shall survive any investigation made by or on behalf of either Party, for a period of eighteen (18) months after the Closing until the close of business on March 31Date, 2001 (the "Expiration Date"), provided, however, except that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i(a) Section 5.16 (Tax Matters) shall survive until 60 days after expiration of the applicable statute of limitations; (b) Section 5.1 (Organization), Section 5.2 (iiAuthorization), Section 5.3 (Binding Agreement), Section 6.1 (Organization), Section 6.2 (Authorization; Validity of Agreement; Necessary Action) and Section 6.5 (iv)Brokers or Finders) shall survive indefinitely, 4.1(c) Section 5.11 (Title; Liens; Sufficiency of Assets) shall survive for two (2) years after the Closing Date, 4.2, 4.3.(d) Section 5.12 (Employee Benefit Plans) and Section 5.13 (Environmental Matters) shall survive for thirty (30) months after the Closing Date, and 4.7 (d) any claim based on fraud or intentional or willful misrepresentation shall survive the Closing until the sixth year anniversary expiration of the Closing Date with respect applicable statute of limitations; provided, however, that claims for indemnification pursuant to claims which Section 11.2(a) or Section 11.3(a), as applicable, brought within such period shall not be extinguished after such period. No claim by either Party for a breach of any representation or warranty may be asserted in connection with a breach thereof, brought unless written notice of the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect have been given pursuant to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at Section 11.2(a) or 11.3(a) on or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11last day of such survival period.

Survival of Representations, Warranties and Covenants. The representations representations, warranties and warranties covenants of the parties Parties contained in this Agreement shall or in any instrument delivered pursuant hereto will survive the Closing for Date and will remain in full force and effect (i) in the periods set forth in this Section 8.1. The representations and warranties case of Seller Parent and Recap Co shall survive the Fundamental Representations, five years after the Closing and Date (or if shorter, the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"maximum statutory period allowed under applicable law), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), ; (ii) in the case of all other representations and (iv), 4.1, 4.2, 4.3.warranties, and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The all covenants and agreements made that are to be performed on or prior to the Closing Date, until the date which is two years following the Closing Date; and (iii) in the case of the covenants and agreements that by any party which their terms are to be performed after the Closing Date Date, for the respective terms specified therein or, if no term is specified, until fully discharged; provided, however, that, in each case, such representations, warranties and covenants shall survive beyond 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 7.1(f) hereof. Notwithstanding the foregoing, claims related to fraud or intentional breach with respect to this Agreement and the transactions contemplated hereby shall survive until fully performed and 90 days after the covenants and agreements made by any party expiration of the date on which are the statute of limitations otherwise applicable to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11such claims has expired.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent hereto shall survive the Closing until the close earlier of business on March (a) 30 days after Purchaser's receipt of the audit for the year ended December 31, 2001 2002, and (the "Expiration Date")b) April 30, 2003; provided, however, that if the representations Closing occurs, any breach of any representation and warranties contained warranty made by the Seller under (a) Sections 2.2 (Capital Stock of the Company) and 2.22 (Brokers) shall survive in perpetuity, (b) Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i2.1 (Incorporation and Qualification), 2.14 (iiEmployee Benefit Plans), 2.4 (Authority, Enforceability), and 2.16 (Taxes) shall survive for the respective applicable statutes of limitations with respect to the matters contained therein, and (ivc) Section 2.31 (Environmental Compliance) shall survive for the applicable statutes of limitation for all releases, violations, liabilities, conditions or occurrences of the type described in Section 2.31 existing or occurring on or before the Closing Date (such termination dates set forth in this Section 6.1 being collectively referred to as the "Expiration Dates"), 4.1, 4.2, 4.3., and 4.7 . The covenants of the parties contained herein shall survive the Closing and shall expire, if at all, in accordance with their respective terms. If written notice of a claim has been given prior to, but not after, the applicable Expiration Date, then the relevant representations, warranties and covenants shall survive as to such claim, until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is has been finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Merger Agreement shall shall, notwithstanding any 51 investigation by or notice by or to any party prior to the Closing Date, survive the Closing Merger for the periods period set forth in this Section 8.19.1. The representations and warranties of Seller Parent the Shareholders and Recap Co shall survive the Closing Angeles Group set forth in Article IV and the representations and warranties of Buyer and Buyer Parent Veramark set forth in Article V shall survive until the second anniversary of the Closing until Date, provided that the close representations and warranties of business on March 31the Shareholders and Angeles Group in Sections 4.2, 2001 4.3, 4.15, 4.16.3 and 4.17 shall survive for 90 days following the expiration of the applicable statutes of limitations for claims with respect to such matters (the "Expiration Date"), ; provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim pending on the Expiration Date, as provided in Section 9.4, shall survive indefinitely, but only with respect to such indemnification claim the Expiration Date until such the claim is finally resolved. The pre-Closing covenants and agreements made by any party which are to be performed after of the parties contained in this Merger Agreement shall terminate as of the Closing Date and the other covenants and agreements of the parties contained in this Merger Agreement shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11performed.

Survival of Representations, Warranties and Covenants. The representations All the terms and conditions of this Agreement, together with all representations, warranties and covenants of the parties contained herein or in this Agreement any schedule hereto, or in any certificate, document or other instrument delivered in connection herewith shall survive the Closing for the periods set forth in execution of this Section 8.1. The representations Agreement and warranties of Seller Parent and Recap Co shall survive the Closing and notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto, as follows: (i) the representations and warranties of Buyer in Articles II and Buyer Parent shall III, other than those in Sections 2.1, 2.2, 2.3, 3.1 and 3.2, shall, in each case, survive the Closing until Date for a period of eighteen months following the close of business on March 31Closing Date, 2001 (the "Expiration Date"), provided, however, that ii) the representations and warranties contained in Sections 3.12.1, 3.22.2, 3.32.3, 3.53.1 and 3.2 shall survive the Closing Date without limit, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., iii) the covenants and 4.7 agreements (other than the representations and warranties) of the parties shall survive the Closing until the sixth year anniversary of the Closing Date performed in accordance with respect to claims their respective terms; in each case, except for representations, warranties and related indemnities for which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any an indemnification claim shall be pending as of the end of the applicable period referred to above, in which event such indemnities shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11final disposition thereof.

Survival of Representations, Warranties and Covenants. (a) The representations covenants and warranties of the parties agreements contained in Article V of this Agreement ("Covenants") shall survive the Closing for the periods set forth in this Section 8.1Date without limitation. The representations and warranties of Seller Parent in Articles II, III and Recap Co IV and elsewhere contained herein (the "Representations") shall survive the Closing Date for a period of twenty-four (24) months (the "Survival Period"), except (a) the Representations contained in Sections 2.1, 2.2, 2.4, 2.8, 2.9, 2.14 and 3.1 (collectively, the representations "Class I Representations") shall survive for the Survival Period or until any applicable statute of limitations expires, whichever is longer, and warranties of Buyer (b) the Representations contained in Sections 2.13 and Buyer Parent 3.3 shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with indefinitely. A Buyer Indemnified Party's or Seller Indemnified Party's claim for indemnification under Section 7.1 or 7.2 for a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim Representations shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements be made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at on or prior to the Closing Date date, if any, on which the survival period for such Representation expires, it being understood that claims made on or prior to such expiration date shall expire at the Closing other than Article 2 survive such expiration date and Sections 5.6.5, 5.10 and 5.11claims made after such expiration date shall be barred.

Survival of Representations, Warranties and Covenants. The All of the representations and warranties of the parties Seller contained in this Agreement, or in any certificate or other instrument delivered by Seller pursuant to this Agreement (except for those representations and warranties of Seller contained in SECTIONS 5.2, 5.8(b), 5.8(d), 5.13 and 5.29), shall survive the Closing for Date and continue in full force and effect until the periods set forth in this Section 8.1date of the termination of the Transitional Services Agreement (the "TERMINATION DATE"). The representations and warranties of Seller Parent contained in SECTIONS 5.2, 5.8(b), 5.8(d) and Recap Co 5.29 shall survive the Closing Date and continue in full force and effect indefinitely. The representations and warranties of Seller contained in SECTION 5.13 shall survive until the expiration of the applicable statutory period of limitations. The representations and warranties of Buyer contained in this Agreement, or in any certificate or other instrument delivered by Buyer pursuant to this Agreement (except for those representations and warranties of Buyer Parent contained in SECTIONS 6.2 and 6.9), shall survive the Closing Date and continue in full force and effect until the close of business on March 31, 2001 (the "Expiration Termination Date"), provided, however, that the . The representations and warranties of Buyer contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) SECTIONS 6.2 and (iv), 4.1, 4.2, 4.3., and 4.7 6.9 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted and continue in connection with a breach thereof, the representations full force and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive effect indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.

Survival of Representations, Warranties and Covenants. The All representations and warranties of the parties contained made by each party in this Agreement and in each Schedule and Transaction Document shall survive the Closing Date and for a period two (2) years after the periods set forth in this Section 8.1. The representations and warranties Effective Date of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 Closing; provided that (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (iii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 4.14 (ERISA), Section 4.19 (Taxes), Section 4.21 (Environmental), Section 5.15 (Tax Returns and Payments), and Section 5.18 (Environmental Laws) shall survive until thirty (30) days after the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, applicable statutes of limitation shall have expired; and (ii) the representations and warranties that are the subject of any indemnification claim contained in Section 4.1 (Organization, Standing ad Authorization), Section 4.4 (Equity Interests), Section 5.1 (Organization, Good Standing and Qualifications), Section 5.3 (Capitalization), and Section 5.4 (Authorization) shall survive indefinitely, . All representations and warranties related to any claim asserted in writing prior to the expiration of the applicable survival period shall survive (but only with respect to such indemnification claim claim) until such claim shall be resolved and payment in respect thereof, if any is finally resolvedowing, shall be made. The covenants and agreements made by any party which are to be performed after the Closing Date parties in this Agreement shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11Closing.

Survival of Representations, Warranties and Covenants. The ----------------------------------------------------- several representations and warranties of the parties Parties contained in this Agreement or in any document delivered pursuant hereto and the Parties' right to indemnification in accordance with this Article VI shall survive the Closing Date and shall remain in full force and effect for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 18 months thereafter (the "Expiration DateTime Limit"), ; provided, however, that the representations and warranties set forth in Section 3.10 shall survive for the length of the applicable statute of limitations. All covenants and agreements contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 this Agreement shall survive the Closing until Date indefinitely until, by their respective terms, they are no longer operative. No claims for indemnification under clauses (c) or (d) of Section 6.4 or clauses (c) or (d) of Section 6.5 shall be made after the sixth year anniversary of date on which the Closing Date with respect applicable representation or warranty upon which such claim was based ceases to claims which may be asserted in connection with a breach thereofsurvive pursuant to this Section 6.6; provided, however, that the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject -------- ------- expiration of any representation or warranty under this Section 6.6 shall not affect any claim for indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or in good faith prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11date of such expiration.

Survival of Representations, Warranties and Covenants. The representations and warranties contained in Sections 5.2, 5.4(a), 5.22, 5.32, 5.33, 6.2, 6.6 and 6.8 hereof and the disclosures set forth in Schedule 5.2(a) and Schedule 5.32 attached hereto, shall survive the Closing --------------- ------------- indefinitely. The representations and warranties contained in Sections 5.11, 5.15 and 5.25 hereof, any claims in respect of the parties Excluded Liabilities and any claims in respect of claims determined by final non-appealable judgment of a court of competent jurisdiction to arise from fraud by the Seller and/or the Corporation, shall survive the Closing until the expiration of the applicable statutes of limitations therefor (or any extensions thereof in the case of Tax matters). All other representations, warranties, and covenants and agreements to be performed by any of the Parties prior to Closing contained in this Agreement shall survive the Closing for a period of fifteen (15) months. The covenants and agreements to be performed by any of the periods Parties after the Closing shall continue and survive the Closing in accordance with their terms. Notwithstanding the foregoing, any claim that has been timely asserted in accordance with this Section 10.1 and Section 10.4 hereof shall survive past the time limits set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing 10.1 until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary final resolution of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11claim.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties Seller contained in this Agreement Article 3 or in any other Transaction Document delivered by Seller pursuant hereto shall survive the Closing under this Agreement for a period of two years after the periods set forth Closing Date except for those in this Section 8.13.2(c) which shall survive until 60 days after the expiration of all applicable statutes of limitation and those in Section 3.1(a), Section 3.1(b), Section 3.1(e), Section 3.1(g), Section 3.1(h) and Section 3.2(a) (the representations and warranties of Seller contained in such Sections, the “Fundamental Seller Representations”) which shall survive indefinitely. The representations and warranties of Seller Parent Buyer and Recap Co the Partnership contained in Article 4 or in any other Transaction Document delivered by Buyer or the Partnership pursuant hereto shall survive the Closing for a period of two years after the Closing Date other than those in Section 4.1(a), Section 4.1(b), Section 4.1(e), Section 4.1(g), Section 4.1(i), Section 4.1(j) and Section 4.1(l) (the representations and warranties of Buyer the Partnership and Buyer Parent shall survive contained in such Sections, the Closing until the close of business on March 31, 2001 (the "Expiration Date"“Fundamental Buyer Representations”), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are contained in this Agreement or the other Transaction Documents to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by Closing indefinitely. The right to make claims for indemnification or reimbursement based upon any party which are covenant to be performed at or prior to completed after the Closing Date shall expire at will survive the Closing other than Article 2 and Sections 5.6.5for a period of five years or until 60 days after the expiration of the term of such covenant, 5.10 and 5.11whichever is later.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the parties hereto contained in this Agreement or in any certificates delivered pursuant to this Agreement shall survive the Closing for a period of 18 months after the periods set forth in this Section 8.1. The Closing, except that (i) the representations and warranties contained in Section 3.1, Section 3.2, the first sentence and the last sentence of Section 3.17 and Section 3.18 (the “Seller Parent Fundamental Representations”) and Recap Co Section 4.1, Section 4.2 and Section 4.5 (the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely, (ii) the representations and warranties contained in Section 3.14 other than Section 3.14(a)(iii)(A) shall survive the Closing for a period of 36 months after the Closing and the representations and warranties of Buyer and Buyer Parent contained in Section 3.14(a)(iii)(A) shall not survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) Closing; and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, iii) the representations and warranties contained in Section 3.16 3.10 and Section 3.12 shall survive the Closing for four years with respect the applicable statute of limitations plus 60 days; and (b) none of the covenants or agreements contained in this Agreement to claims which may be asserted in connection with a breach thereofperformed prior to the Closing shall survive the Closing, and those covenants which by their terms contemplate performance after the representations and warranties that are the subject of any indemnification claim Closing shall survive indefinitelythe Closing until the expiration of the term of the undertaking set forth in such covenants and agreements or until performed; provided, but only however, that any claim made with respect reasonable specificity by the party seeking to such indemnification claim be indemnified within the time periods set forth in this Section 8.1 shall survive until such claim is finally resolved. The covenants and agreements made by resolved (including any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11appeals).

Survival of Representations, Warranties and Covenants. The Except as expressly set forth below in this Article VII, all of the representations and warranties made by any party to this Agreement shall survive the Closing for a period of three (3) years. Notwithstanding the foregoing: (i) the representations and warranties set forth in Section 4.15 (Environmental Compliance), Section 4.17 (Employee Plans) and Section 4.18 (Pensions) shall survive the Closing and shall not expire until the date which is the six (6)-year anniversary of the parties contained Closing Date; (ii) the representations and warranties set forth in Section 4.20 (Taxes) shall survive the Closing and shall not expire until the expiration of the applicable statute of limitations (without giving effect to any extension thereof by waiver or tolling); and (iii) the representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.07, 4.26, 5.01, 5.02, 5.03 and 5.06 shall survive the Closing indefinitely. Except as expressly set forth elsewhere in this Agreement, all covenants and agreements set forth in this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3indefinitely., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement shall survive Seller and the Closing for the periods Buyer set forth in this Section 8.1. The representations Agreement, or in any certificate, instrument or other document delivered by the Seller or the Buyer in connection with the Transactions (and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent any right to indemnification for breach thereof), shall survive the Closing until twenty four (24) months after the close of business on March 31, 2001 (the "Expiration Date"), Closing Date and all rights to indemnification with respect thereto shall then terminate; provided, however, that the representations and warranties contained set forth in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(iSection 3.2 (Authority), Section 3.5 (iiTransferred Tangible Property), Section 3.8 (Transferred IPR and Transferred Technology), Section 3.12 (Taxes) and Section 3.13 (ivEnvironmental Matters) hereof shall survive until the fourth (4th) anniversary of the Closing Date (the "SURVIVAL PERIOD"), 4.1, 4.2, 4.3., . The covenants of the Seller and 4.7 the Buyer set forth in this Agreement shall survive the Closing until thirty (30) days after the sixth year anniversary expiration of the Closing Date with respect to claims which may be asserted in connection with a breach thereofstatute of limitations applicable thereto, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed or thirty (30) days after the Closing Date shall survive until fully performed date at which the relevant tax notice has become unappealable and binding under the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5relevant jurisdictions, 5.10 and 5.11whichever period is shorter.

Survival of Representations, Warranties and Covenants. The Regardless of any investigation at any time made by or on behalf of any party, or of any information any party may have in respect thereof, all representations and warranties made hereunder or under the Collateral Agreements and the covenants and agreements of Buyer and the parties Company contained in this Agreement to be performed prior to Closing shall survive the Closing for a period of 24 months from the periods Closing Date, except those representations and warranties set forth in this Section 8.1. The 7.1 (Tax Representations), which shall survive thirty (30) days after the expiration of the applicable statute of limitations, and in Section 4.11 (Intellectual Property) and Section 8.1 (Employee Benefits Representations), which shall survive until the third anniversary of the Closing Date, and except those representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Authorization of Seller Parent Agreements), the first three sentences of Section 4.4 (Ownership of Purchased Assets), Section 4.5 (Subsidiaries) and Recap Co Section 4.6 (Capitalization), which shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), without expiration; provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date as to any matters with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification bona fide written claim shall survive indefinitelyhave been made or an action at law or in equity shall have commenced before the end of such period, survival shall continue (but only with respect to, and to the extent of, such indemnification claim claim) until the final resolution of such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5action, 5.10 and 5.11including all applicable periods for appeal.

Survival of Representations, Warranties and Covenants. The All representations and warranties of the parties contained made by each party in this Agreement and in each Schedule and Transaction Document shall survive the Closing Date and for a period two (2) years after the periods set forth in this Section 8.1. The representations and warranties Effective Date of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 Closing; provided that (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (iii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 4.14 (ERISA), Section 4.19 (Taxes), Section 4.21 (Environmental), Section 5.15 (Tax Returns and Payments), and Section 5.18 (Environmental Laws) shall survive until thirty (30) days after the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, applicable statutes of limitation shall have expired; and (ii) the representations and warranties that are the subject of any indemnification claim contained in Section 4.1 (Organization, Standing ad Authorization), Section 4.4 (Equity Interests), Section 5.1 (Organization, Good Standing and Qualifications), and Section 5.7 (Regulatory Approval) shall survive indefinitely, . All representations and warranties related to any claim asserted in writing prior to the expiration of the applicable survival period shall survive (but only with respect to such indemnification claim claim) until such claim shall be resolved and payment in respect thereof, if any is finally resolvedowing, shall be made. The covenants and agreements made by any party which are to be performed after the Closing Date parties in this Agreement shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11Closing.

Survival of Representations, Warranties and Covenants. The All of the representations and warranties of Seller and the parties contained Company in this Agreement shall survive the Closing Date and continue in full force and effect for the periods set forth in this Section 8.1. The representations and warranties a period of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), 12 months thereafter; provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.33.3 and 4.2 shall survive indefinitely (subject to any applicable statute of limitations); and provided, 3.5further, 3.12(a)(i), that the representations contained in Sections 4.10 (iiTax Matters) and 4.14 (iv), 4.1, 4.2, 4.3., Environmental Matters) shall survive for 6 years following the Closing Date. All of the representations and 4.7 warranties of Buyer in this Agreement shall survive the Closing until the sixth year anniversary Date and continue in full force and effect for a period of the Closing Date with respect to claims which may be asserted in connection with a breach thereof12 months thereafter; provided, however, that the representations and warranties contained in Section 3.16 4.2 shall survive indefinitely (subject to any applicable statute of limitations). All covenants of Seller, the Company, Datex and Buyer in this Agreement shall expire on, and be terminated and extinguished at, the Closing for four years with respect to claims which may be asserted in connection with a breach thereofDate, and the representations and warranties other than covenants that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which their terms are to survive or be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11Date.

Survival of Representations, Warranties and Covenants. The Notwithstanding any right of ATN fully to investigate the affairs of PICK Communications and PICKSAT and any knowledge of facts determined or determinable by ATN pursuant to such investigation or right of investigation, ATN has the right to rely fully upon the representations, warranties, covenants and agreements of PICK Communications and PICKSAT contained in this Agreement, or on any Schedule attached hereto or in any financial statement, report or certificate delivered to ATN pursuant to this Agreement. All representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the exercise or expiration of the Investment Option and the Purchase Option. All representations and warranties of the parties PICK Communications and PICKSAT in this Option Agreement, except those contained in this Agreement Sections 4.1 (Valid Issuance and Title to Shares), Section 4.10(iii) (Properties; Title), Section 4.14 (Taxes), and Section 4.20 (Environmental Matters), shall survive terminate 18 months from the Closing Schedule Date except for the periods set forth in this Section 8.1any claims theretofore asserted with respect to such representations and warranties. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.14.1, 3.2, 3.3, 3.5, 3.12(a)(iSection 4.10(iii), (ii) and (iv), 4.1, 4.2, 4.3.Section 4.14, and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date 4.20 shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to expiration of the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11applicable statutes of limitations.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement shall shall, notwithstanding any investigation by or notice by or to any party prior to the Closing Date, survive the Closing for the periods period set forth in this Section 8.19.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.12(a)(i)3.9.4 and 3.18 shall have no expiration date; the representations and warranties of Seller set forth in Sections 3.8 and 3.9.11 shall survive for five (5) years following the Closing Date; and the remaining representations and warranties of Seller shall survive for three (3) years following the Closing Date; provided however, (ii) that nothing contained in this Section 9.1 shall limit or restrict Buyer’s right to offset pursuant to Section 2.7.9. The representations and (iv), warranties of Buyer set forth in Sections 4.1, 4.2, 4.3., 4.4 and 4.7 4.5 shall survive have no expiration date; and the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the remaining representations and warranties contained in Section 3.16 of Buyer shall survive for three (3) years following the Closing Date. In the event notice of any claim for four years with respect indemnification under Section 9.4 shall have been given prior to claims which may be asserted in connection with a breach thereofmidnight on the last day of the applicable survival period (the “Expiration Date”), and the representations and warranties that are the subject of any such indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such the claim is finally resolved. The covenants and agreements made by any party which are to be performed after of the Closing Date parties contained in this Agreement shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11performed.

Survival of Representations, Warranties and Covenants. The representations and warranties of the parties Seller and of the Buyer contained in this Agreement shall shall, without regard to any investigation made by any Party, survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing Date until the close of business on March 31, 2001 eighteen (the "Expiration Date"), 18) months thereafter; provided, however, that the representations and warranties contained made (a) in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i2.2 and 3.2 (Authorization), 2.3 and 3.3 (ii) and (ivConsents), 4.1, 4.2, 4.3.2.4 and 3.4 (Noncontravention), and 4.7 2.8 (Sufficiency of and Title to the Assets) shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereofindefinitely, the representations and warranties contained (b) in Section 3.16 2.16 (Taxes) shall survive the Closing for four years with respect to claims which may be asserted Date until thirty (30) days after the expiration of all applicable statutes of limitation, (c) in connection with a breach thereof, and the representations and warranties that are the subject Section 2.7 (Absence of any indemnification claim Undisclosed Liabilities) shall survive indefinitelythe Closing Date until two (2) years thereafter, but only with respect to such indemnification claim (d) in Section 2.15 (Intellectual Property) shall survive the Closing Date until such claim is finally resolvedthree (3) years thereafter and (e) Section 2.18 (Environmental) shall survive the Closing Date until seven (7) years thereafter. The covenants and agreements made by any party which are of the Parties contained in this Agreement, including, but not limited to, those relating to be performed after indemnification in this Article VIII, shall survive the Closing Date shall survive until they have been fully performed and the covenants and agreements made by any party which are to be performed at satisfied or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11otherwise discharged.

Survival of Representations, Warranties and Covenants. (a) The representations and warranties of the parties Sellers and Purchaser contained in this Agreement shall survive the Closing for the periods set forth in execution and delivery of this Section 8.1. The representations Agreement and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 date that is fifteen (15) months following the "Expiration Closing Date"), ; provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), Section 3.19 (iiEnvironmental Matters) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four (4) years following the Closing Date; provided, further, that the Fundamental Representations shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations with respect to claims which may be the particular matter that is the subject matter thereof (the expiration of such time period, the “Survival Date”); provided, however, that if, at any time prior to 11:59 p.m. (Central Time) on the Survival Date (if applicable) an Indemnity Claim Notice is delivered alleging Losses and a claim for recovery in accordance with Section 7.3(a), then the claim asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim such Indemnity Claim Notice shall survive indefinitely, but only with respect to such indemnification claim the Survival Date until such claim is fully and finally resolved. The covenants and agreements made by any party which are of the parties set forth in this Agreement to be performed or complied with after the Closing Date shall survive the Closing in accordance with their respective terms, and rights of a party set forth in this Agreement with respect to breaches thereof shall survive until fully performed and the covenants and agreements made latest date permitted by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11Law.

Survival of Representations, Warranties and Covenants. The representations Each covenant and warranties of the parties agreement contained in this Agreement or in the Escrow Agreement shall survive the Closing for the periods set forth in this Section 8.1and be enforceable until such covenant or agreement has been fully performed. The All representations and warranties of Seller Parent contained in this Agreement and Recap Co shall survive in the Closing certificates to be delivered pursuant to Sections 7.1, 7.2, 8.1 and the representations and warranties of Buyer and Buyer Parent 8.2 shall survive the Closing until the close of business date fifteen (15) months from the Closing Date, 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. The limitations on March 31, 2001 survival set forth in this Section 9.4 shall not apply to (the "Expiration Date"), provided, however, that a) the representations and warranties contained set forth in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i3.2 (Authority for Agreement), 3.3 (iiNo Violation to Result), 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.21 (Brokers), 4.2 (Authority for Agreement), 4.3 (No Violation to Result), 4.4 (Company Shares), 4.5 (Brokers), 5.2 (Authority for Agreement), 5.3 (No Violation to Result) and 5.4 (ivBrokers), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary all of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed ninety (90) days after expiration of the applicable statute of limitations, including waivers and the covenants extensions thereof or (b) claims based on criminal matters, fraud or intentional misrepresentation which shall survive without limitation (and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other in no event less than Article 2 and Sections 5.6.5, 5.10 and 5.11six (6) years).