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

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Notwithstanding any right of Purchaser (whether or not exercised) to investigate the Closing, the Companies in this Agreement Business or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part right of any party hereto may be made. The termination (whether or not exercised) to investigate the accuracy of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The other party contained in this Agreement, Seller and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the parties other contained in this Agreement. The representations, warranties, covenants and agreements of Seller and Purchaser contained in this Agreement shall will survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12a) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than indefinitely with respect to obligations arising under Section 9.22the representations and warranties contained in Sections 2.2, which shall survive 2.28, 3.2 and 3.9 and the Closing covenants and agreements contained in Sections 1.6 (except as otherwise specified therein), 14.4 and 14.6, (b) until ten sixty (1060) days following after the final determination expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 2.9 and 2.21 and Article 8 and (insofar as they relate to ERISA or the Multiemployer Plan Liabilities under Code) Section 9.222.12 and Article 9, (c) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on until the date that is eighteen (18) months from after the Closing Date; provided, however, that Date in the expiration case of such indemnification obligations shall not affect an Indemnified Party all other representations and warranties and any covenant or Seller Indemnified Party agreement to be performed in whole or in part on or prior to the Closing or (d) with respect to their indemnification rights under Section 12.3(ceach other covenant or agreement contained in this Agreement, until sixty (60) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) in respect of any claim made by such party in reasonable detail in or (d) above will continue to survive if a writing received by the Indemnifying Party Claim Notice or Buyer, Indemnity Notice (as applicable, ) shall have been timely given under Article 11 on or prior to such termination date, until the expiration of such eighteen (18) month period (related claim for indemnification has been satisfied or the applicable period described above with respect to obligations arising under Section 9.22 hereof)otherwise resolved as provided in Article 11.

Survival of Representations, Warranties, Covenants and Agreements. The representations representations, warranties, covenants and warranties made by Sellers and, prior to the Closing, the Companies agreements contained in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until as follows: (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event aftera) the date that is twelve (12) months following Abbott Fundamental Representations and the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof Mylan Fundamental Representations shall survive the Closing until the later expiration of the applicable statute of limitations, (xb) the Abbott Tax Representations and the representations and warranties set forth in Sections 4.6 and 4.12(d) shall survive until the Closing, (c) all representations and warranties contained in this Agreement (other than the Abbott Fundamental Representations, the Mylan Fundamental Representations, the Abbott Tax Representations and the representations and warranties set forth in Sections 4.6 and 4.12(d)) shall survive the Closing until the date that is eighteen (18) months following after the Closing or (y) the satisfaction of the Holdback Condition, Date and (iid) there except as otherwise specified herein, all covenants and agreements contained in this Agreement shall be no limitation on survive the Closing indefinitely; provided that each representation, warranty, covenant and agreement contained in this Agreement shall survive the time within at which it would otherwise expire pursuant to this Section 12.4 if, prior to such time, notice of a claim based on fraud on breach or potential breach thereof giving rise to a right or potential right of indemnity under this Article 12 shall have been given to the part of any party hereto Party against whom such indemnity may be madesought in accordance with Section 12.3. The termination of the representations and warranties to the extent provided herein shall Any claim not affect a party asserted in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party accordance with this Article 12 on or prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained set forth in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 12.4 will be irrevocably and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) unconditionally released and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)waived.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations representations, warranties, covenants and warranties made by Sellers and, prior to agreements of Seller and the Closing, the Companies Company contained in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from after the Closing Date; provided, however, that (i) the representations and warranties made pursuant to Sections 3.1 (Organization and Qualification of the Alkali Group), 3.2 (Capitalization of the Members of the Alkali Group), 3.3 (Authority Relative to this Agreement), 3.17 (Intercompany Arrangements), 3.18 (Brokers), 4.1 (Organization and Qualification), 4.2 (Authority Relative to this Agreement), 4.4 (Title to Shares) and 4.6 (Brokers) (collectively, the “Seller Fundamental Representations”), shall survive until the date that is the third (3rd) anniversary of the Closing Date, (ii) the representations and warranties made pursuant to Section 3.13 (Taxes) shall survive until thirty (30) days following the expiration of such indemnification obligations the applicable statutory periods of limitation, (iii) the representations and warranties made pursuant to Section 3.14 (Environmental Matters) shall not affect an Indemnified Party survive until the date that is the third (3rd) anniversary of the Closing Date and (iv) any covenant and agreement to be performed, in whole or in part, after the Closing Date shall survive the Closing in accordance with its terms. Written notice of a claim must be given by Purchaser to Seller Indemnified Party (in accordance with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, provisions hereof prior to the expiration of such eighteen (18) month period (or the applicable period described above representations, warranties, covenants or agreements; provided that written notice of a claim with respect to obligations arising under Section 9.22 hereof)a covenant or agreement to be performed, in whole or in part, after the Closing Date, must be given by Purchaser to Seller no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms.

Survival of Representations, Warranties, Covenants and Agreements. The representations All representations, warranties, covenants and warranties agreements contained in or made by Sellers and, prior pursuant to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to and the Closing, the Companies) pursuant hereto Ancillary Agreements shall survive the Closing until (and claims based upon or arising out Date for a period of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Dateeighteen months; provided, however, that (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 Sections 2.01, 2.03, 2.04, 2.05, 3.01 and Section 6.3 hereof 3.02 shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate indefinitely, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the 49 representations and warranties to made in Sections 2.16 and 2.17 shall survive until 90 days after the extent provided herein expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) and (iii) all covenants and agreements that require or contemplate performance after the Closing Date shall not affect survive in accordance with their respective terms. For purposes of this Article VIII, each statement contained in a certificate or other instrument delivered by a party in respect of pursuant to this Agreement or any claim Ancillary Agreement shall be deemed to constitute a representation made by such party in reasonable detail in pursuant hereto or thereto. Notwithstanding the foregoing, if notice of an indemnification claim shall have been delivered before the aforementioned time period has elapsed with respect to a writing received by the Indemnifying Party prior to the expiration breach of the applicable survival period provided hereinrepresentation, warranty, covenant or agreement, such representation, warranty, covenant or agreement shall survive until such claim is finally resolved. The right to indemnification, payment of Damages (as hereinafter defined) or any other remedy based on the representations, warranties, covenants and agreements of the parties contained in or made pursuant to this Agreement shall survive or any Ancillary Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii)Date, Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22the accuracy or inaccuracy of or compliance or non-compliance with, which shall survive the Closing until ten (10) days following the final determination any such representation, warranty, covenant or agreement. The waiver of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire any condition based on the date that is eighteen (18) months from accuracy of any representation or warranty, or on the Closing Date; providedperformance of or compliance with any covenant or agreement, however, that the expiration of such indemnification obligations shall will not affect an Indemnified Party the right to indemnification, payment of Damages, or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by other remedy based on such party in reasonable detail in a writing received by the Indemnifying Party or Buyerrepresentations, as applicablewarranties, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)covenants and agreements.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closinglast three (3) sentences of this Section 9.1, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by of the applicable Selling Parties Seller, the Company and the Purchaser contained in Section 4.3 and Section 6.3 hereof this Agreement shall survive until the second anniversary of the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of except that the representations and warranties to the extent provided herein set forth in each of Section 3.11, Section 3.20, Section 3.23 and Section 3.28 shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to survive until the expiration of the statute of limitations applicable survival period provided hereinto the subject matter addressed thereunder. The covenants and agreements of the parties Seller, the Company and of the Purchaser contained in this Agreement shall will survive the Closing until, by their own respective terms, they have been fully performed. Any breach of a representation, warranty, covenant or agreement that would otherwise terminate in perpetuity; provided that claims accordance with this Article 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based upon on facts reasonably expected to establish a valid claim under Article 10 on or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in this Agreement made by any party or any written information furnished by any party that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim was made by such party in reasonable detail in a writing received fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Indemnifying Party Seller or Buyerthe Company in this Agreement or any written information furnished or caused to be furnished by the Seller or the Company to the Purchaser that is incorporated in, as applicableor is the basis for omitting information from, prior to the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with any Purchaser Financing Transaction shall survive until the expiration of all applicable statutes of limitations regarding claims brought by investors in such eighteen (18) month period (Purchaser Financing Transaction alleging material misstatements or the applicable period described above with respect to obligations arising under Section 9.22 hereof)omissions in such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered made by Sellers (or, prior to Seller in Article VI and by Parent and Seller in Article VII shall not survive the Closing, the Companies) pursuant hereto shall survive the Closing until (. The Parent Fundamental Representations and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties of Xxxx and Purchaser contained in Section 4.3 and 8.01 (Organization of Purchaser), Section 6.3 hereof 8.02(a) (Authority), Section 8.02(b)(i)(A) (No Conflict with Organizational Documents) shall survive indefinitely. The other representations and warranties of Parent contained in Article V and the Closing until the later other representations and warranties of (x) Xxxx and Purchaser contained in Article VIII shall survive for a period of eighteen (18) months following after the Closing Date. The period of time a representation or (y) warranty survives the satisfaction Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties agree that no claim may be brought based upon, directly or indirectly, any of the Holdback Condition, representations and (ii) there shall be no limitation on warranties contained in this Agreement after the time within which notice of a claim based on fraud on the part of any party hereto may be madeSurvival Period applicable to such representation or warranty. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail claims set forth in a writing received by the Indemnifying Party Notice given pursuant to Section 12.03 prior to the expiration of the applicable survival period Survival Period provided herein. The All covenants and or other agreements of the parties contained in this Agreement to be performed by Parent, Xxxx or Purchaser at or prior to the Closing shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to until the date that is twelve (12) months following after the Closing. The Indemnifying Parties’ indemnification obligations pursuant Closing Date (it being understood that written notice of a claim for breach of such covenant or agreement must be given by Purchaser to Section 12.2(a)(iii)the Sellers or by the Sellers to Purchaser, Section 12.2(b)(iii)as applicable, Section 12.3(ain accordance with the provisions hereof prior to such time) and Section 12.3(b) hereof (any covenants or other than with respect agreements to obligations arising under Section 9.22be performed after the Closing by Parent, which Seller, Xxxx or Purchaser shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (in accordance with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)terms.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closinglast three (3) sentences of this Section 9.1, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by of the applicable Selling Parties Seller, the Company, Newco and the Purchaser contained in Section 4.3 and Section 6.3 hereof this Agreement shall survive until the second anniversary of the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of except that the representations and warranties to the extent provided herein set forth in each of Section 3.11, Section 3.20 and Section 3.23 shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to survive until the expiration of the statute of limitations applicable survival period provided hereinto the subject matter addressed thereunder. The covenants and agreements of the parties Seller, the Company, Newco and of the Purchaser contained in this Agreement shall will survive the Closing until, by their own respective terms, they have been fully performed. Any breach of a representation, warranty, covenant or agreement that would otherwise terminate in perpetuity; provided that claims accordance with this Article 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based upon on facts reasonably expected to establish a valid claim under Article 10 on or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in this Agreement made by any party or any written information furnished by any party that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim was made by such party in reasonable detail in a writing received fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Indemnifying Party Seller or Buyerthe Company in this Agreement or any written information furnished or caused to be furnished by the Seller or the Company to the Purchaser that is incorporated in, as applicableor is the basis for omitting information from, prior to the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with any Purchaser Financing Transaction shall survive until the expiration of all applicable statutes of limitations regarding claims brought by investors in such eighteen (18) month period (Purchaser Financing Transaction alleging material misstatements or the applicable period described above with respect to obligations arising under Section 9.22 hereof)omissions in such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties made by Sellers and, prior to of each of the Closing, the Companies Parties contained in this Agreement or any certificate delivered by Sellers will survive the Closing for a period of two (or2) years following the Closing Date, prior except that (i) the representations and warranties set forth in Sections 3.1, 3.2(a), 3.7, 3.13, 3.22, 3.32, 3.33, 4.1, 4.2(a) and 4.4 shall survive until ninety (90) days following the expiration of the applicable statutory period of limitations with respect to the Closingmatter to which the claim relates, the Companiesand (ii) pursuant hereto shall each covenant and agreement contained in this Agreement will survive the Closing until (the last date on which such covenant or agreement is to be performed, or if no such date is specified or such covenant or agreement is to be performed prior to or at the Closing, with no obligations thereafter, such covenant or agreement shall expire on the Closing; provided, that any claim regarding a breach of the covenants and claims based upon or arising out of such representations and warranties may be asserted at any time before but agreements set forth in no event after) the date that is Section 5.1 shall survive until twelve (12) months following the Closing Date; providedDate (as the case may be, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a “Indemnity Period”). No claim based on fraud on the part of any party hereto for indemnification may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to asserted under this Article VII after the expiration of the applicable survival period provided herein. The covenants Indemnity Period; provided, that a specific claim for indemnification which was made timely and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations properly pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a7.5(a) and Section 12.3(b) hereof (other than before expiration of the Indemnity Period but not resolved prior to its expiration will extend the Indemnity Period with respect to obligations arising under Section 9.22the specific representation or warranty underlying such claim through the date such claim is conclusively resolved. Notwithstanding the foregoing, which in no event shall survive a generalized notice that a claim may be commenced at some point be construed as satisfying the Closing until ten (10) days following requirement of this Agreement for the final determination purposes of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)foregoing tolling provision.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto contained herein shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is for twelve (12) months following after the Closing Date; provided, however, provided that: (i) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 3.01(a) (Existence), Section 3.01(b) (Authority), Section 3.01(g) (Brokers), Section 3.01(i)(i), Section 3.01(i)(ii), Section 3.01(i)(v), and Section 6.3 hereof 3.01(i)(ix) (Company and the Acquired Companies), Section 3.02(a) (Existence), Section 3.02(b) (Authority) and Section 3.02(h) (Brokers) (collectively, the “Fundamental Representations”) shall survive the Closing for five (5) years after the Closing Date; (ii) the representations and warranties in Section 3.01(k) (Taxes) shall survive the Closing until the later of thirty (x30) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to days after the expiration of the applicable survival period provided hereinTax statute of limitations. The covenants and agreements indemnity obligations of Seller pursuant to Section 6.01(b) shall survive until (A) as to item 1 in Schedule 6.01, any right of a counterparty of the parties contained Project Companies to receive Delay Damages has expired or been terminated, (B) as to item 2 in Schedule 6.01, until the Tax Equity Guaranty has expired or been terminated and any claims thereunder are fully and finally resolved and no longer subject to appeal or rehearing, and (C) as to item 3 in Schedule 6.01, until the period during which any such tariffs can be imposed under applicable Law has expired. The other covenants, agreements and obligations in this Agreement to be performed shall survive until the Closing in perpetuitydate on which they have been fully performed. No claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that claims based upon or arising out that, if written notice for a claim of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made indemnification has been provided by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party pursuant to Section 6.04(a) on or prior to the date that is twelve (12) months following applicable survival expiration date, then the Closing. The obligation of the Indemnifying Parties’ indemnification obligations Party to indemnify the Indemnified Party pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than this Article 6 shall survive with respect to obligations arising under Section 9.22, which shall survive the Closing such claim until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that such claim is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies of Seller and Purchaser contained in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until for a period of fifteen (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (1215) months following the Closing Date; provided, however, however that (i1) the representations and warranties made by of (A) Seller contained in Sections 2.1, 2.2, 2.3(a) and 2.19 (collectively, the applicable Selling Parties “Seller Fundamental Representations”) and (B) Purchaser contained in Sections 3.1, 3.7 and 3.8 (collectively, the “Purchaser Fundamental Representations”) shall survive indefinitely, (2) the representations and warranties of Seller contained in Section 4.3 and Section 6.3 hereof 2.18 (Taxes) shall survive the Closing until ninety (90) days after the later of (x) eighteen (18) months following the Closing or (y) the satisfaction expiration of the Holdback Conditionrelevant statute of limitations (including any extensions thereof, whether automatic or permissive), and (ii3) there any representation or warranty or covenant or agreement that would otherwise terminate shall be no limitation on the time within which notice of continue to survive, with respect to such claim only, if a claim Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith based on fraud facts reasonably expected to establish a valid claim under this Article IX on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; provided, however, that the covenants and agreements of Seller and Purchaser with respect to indemnification for Taxes shall survive the Closing Date until ninety (90) days following the expiration of the applicable survival period provided hereinstatutory periods of limitations for the assessment and collection of Tax (or, if written notice of a good faith claim for indemnification shall have been duly given prior to such time, until the final resolution of such claim). The other covenants and agreements of Seller and Purchaser that contemplate actions to be taken or not taken, in respect of Seller, Purchaser and Rexam, or obligations in effect after the Closing, shall survive in accordance with their terms. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided Seller or Purchaser that claims based upon contemplate actions to be taken or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party not taken prior to the date that is Closing shall terminate as of twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. The (i) None of the representations and warranties of Sellers or the Company contained in this Agreement will survive the Closing Date, all such representations and warranties shall terminate and expire upon the occurrence of the Closing, and there shall be no liability after the Closing in respect thereof; except that the representations and warranties in Section 4.1 (Organization and Authority of the Company to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4(a) (Title), and Section 4.30 (No Brokers) (collectively, the “Seller Fundamental Representations”) will survive the Closing until the expiration of all applicable statutes of limitations (giving effect to any waiver, or extension thereof), the representations and warranties made by Sellers and, prior to in Section 4.9 (Taxes) (the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies“Tax Representations”) pursuant hereto shall will survive the Closing until sixty (60) days following the expiration of all applicable statute of limitations (giving effect to any waiver, or extension thereof), the representations and claims warranties made in Section 4.33 (Prospectus Disclosures) (together with the Seller Fundamental Representations and the Tax Representations, the “Seller Excluded Representations”) will survive the Closing for a period of three (3) years, and the Seller Individual Representations (other than those constituting Seller Fundamental Representations) will survive the Closing for the Representation Survival Period. Any claim made by Buyer for a breached Seller Excluded Representation or a breached Seller Individual Representation contained in this Agreement must be initiated by Buyer or the SPAC prior to the above-referenced expiration date. Any written claim for breach of representation and warranty delivered in accordance with Section 9.1(e) prior to the above-referenced applicable expiration date or applicable expiration date referenced in Section 9.1(a)(ii), as applicable, to the Party against whom such indemnification is sought will survive thereafter and, solely as to any such claim, such expiration, if any, will not affect the rights to indemnification under this Article 9 of the Party making such claim. Any claim made by Buyer or the SPAC based upon or arising out on Fraud in the giving of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall will survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be madeindefinitely. The termination All of the representations and warranties to of Sellers or the extent provided herein shall not affect a party Company contained in this Agreement will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of any claim made by such party in reasonable detail in a writing received by Buyer, the Indemnifying Party prior to the expiration of the applicable survival period provided hereinSPAC or their Representatives. The All covenants and agreements of made by Sellers or the parties Company contained in this Agreement shall terminate and expire upon the occurrence of the Closing and there shall be no liability after the Closing in respect thereof; provided that any covenant or agreement made by Sellers contained in this Agreement which by its nature requires performance following the Closing (including the indemnification obligations of Sellers set forth in this Section 9.1) will survive the Closing in perpetuity; provided that claims based upon Date until fully performed or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)discharged.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies Seller and Buyer in this Agreement shall survive the Closing (and claims based upon or any certificate delivered by Sellers arising out of such representations and warranties may be asserted) for a period of eighteen (or18) months following the Closing Date, prior except for (i) representations and warranties contained in Section 4.1 (Organization of Seller), Section 4.2(a) (Authority), Section 4.12 (Brokers), Section 4.14 (Title to Purchased Assets) (collectively, the “Seller Fundamental Representations”), Section 5.1 (Organization), Section 5.2 (Authority) and Section 5.3 (Brokers), which shall survive indefinitely, (ii) Section 4.8 (Environmental) which shall, subject to Section 9.6(e), survive for a period of three (3) years following the Closing Date and (iii) Section 4.15 (Taxes), which shall survive until ninety (90) days after the expiration of the applicable statute of limitations. The applicable period of time a representation or warranty survives the Closing pursuant to the Closingpreceding sentence or a covenant or agreement survives the Closing as specified in this Section 9.1 shall be the “Survival Period” with respect to such representation or warranty or covenant or agreement, as applicable. The parties agree that no claim may be brought based upon, directly or indirectly, any of the Companies) pursuant representations and warranties or a covenant or agreement contained in this Agreement after the Survival Period with respect to such representation or warranty or covenant or agreement, as applicable. The covenants and agreements of the parties hereto in this Agreement shall survive the Closing until (and claims based upon or arising out of such representations covenants and warranties agreements may be asserted at any time before but before) (a) with respect to any covenant or agreement which is to be performed in no event after) full at or prior to the Closing, the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, Date and (iib) there with respect to any covenant or agreement to be performed after the Closing, the date that is eighteen (18) months following the last day on which such covenant or agreement was required to have been performed, except to the extent, if any, that a specific survival period or longer period for performance is otherwise expressly set forth herein in connection with the applicable covenant or agreement. The covenants in this Article IX shall be no limitation on survive the time within which notice of a claim based on fraud on the part of any party hereto may be madeClosing indefinitely. The termination of the representations and warranties to the extent or a covenant and agreement provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party other party prior to the expiration of the applicable survival period Survival Period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closinglast three (3) sentences of this Section 9.1, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by of the applicable Selling Parties Seller and the Shareholders on the one hand, and the Purchaser and Parent on the other hand, contained in Section 4.3 and Section 6.3 hereof this Agreement shall survive until the second anniversary of the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of except that the representations and warranties to the extent provided herein set forth in each of Section 3.9, Section 3.17, Section 3.20 and Section 3.25 shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to survive until the expiration of the statute of limitations applicable survival period provided hereinto the subject matter addressed thereunder. The covenants and agreements of the parties Seller and the Shareholders on the one hand, and of the Purchaser and Parent on the other hand, contained in this Agreement shall will survive the Closing until, by their own respective terms, they have been fully performed. Any representation, warranty, covenant or agreement that would otherwise terminate in perpetuity; provided that claims accordance with this Article 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based upon on facts reasonably expected to establish a valid claim under Article 10 on or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any breach of representation or warranty contained in this Agreement made by any party or any written information furnished by any party that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim was made by such party fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by any or all of the Seller or the Shareholders in reasonable detail this Agreement or any information furnished or caused to be furnished by any or all of the Seller or the Shareholders to the Purchaser or Parent that is incorporated in, or is the basis for omitting information from, the Registration Statement, prospectus or other document, or any amendment or supplement thereof in a writing received by the Indemnifying Party or Buyer, as applicable, prior to connection with any Purchaser Financing Transaction shall survive until the expiration of all applicable statutes of limitations regarding claims brought by investors in such eighteen (18) month period (Purchaser Financing Transaction alleging material misstatements or the applicable period described above with respect to obligations arising under Section 9.22 hereof)omissions in such documents.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closinglast three (3) sentences of this Section 9.1, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by of the applicable Selling Parties Sellers, the Company and the Purchaser contained in Section 4.3 and Section 6.3 hereof this Agreement shall survive until the second anniversary of the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of except that the representations and warranties to the extent provided herein set forth in each of Section 3.11, Section 3.20, Section 3.23 and Section 3.28 shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to survive until the expiration of the statute of limitations applicable survival period provided hereinto the subject matter addressed thereunder. The covenants and agreements of the parties Sellers, the Company and of the Purchaser contained in this Agreement shall will survive the Closing until, by their own respective terms, they have been fully performed. Any breach of a representation, warranty, covenant or agreement that would otherwise terminate in perpetuity; provided that claims accordance with this Article 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based upon on facts reasonably expected to establish a valid claim under Article 10 on or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in this Agreement made by any party or any written information furnished by any party that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim was made by such party in reasonable detail in a writing received fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Indemnifying Party Sellers or Buyerthe Company in this Agreement or any written information furnished or caused to be furnished by any of the Sellers or the Company to the Purchaser that is incorporated in, as applicableor is the basis for omitting information from, prior to the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with any Purchaser Financing Transaction shall survive until the expiration of all applicable statutes of limitations regarding claims brought by investors in such eighteen (18) month period (Purchaser Financing Transaction alleging material misstatements or the applicable period described above with respect to obligations arising under Section 9.22 hereof)omissions in such documents.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closinglast three (3) sentences of this Section 9.1, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by of the applicable Selling Parties Seller, the Company and the Purchaser contained in Section 4.3 and Section 6.3 hereof this Agreement shall survive until the second anniversary of the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of except that the representations and warranties to the extent provided herein set forth in each of Section 3.11, Section 3.20 and Section 3.23 shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to survive until the expiration of the statute of limitations applicable survival period provided hereinto the subject matter addressed thereunder. The covenants and agreements of the parties Seller, the Company and of the Purchaser contained in this Agreement shall will survive the Closing until, by their own respective terms, they have been fully performed. Any breach of a representation, warranty, covenant or agreement that would otherwise terminate in perpetuity; provided that claims accordance with this Article 9 will continue to survive if an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as applicable) shall have been given in good faith based upon on facts reasonably expected to establish a valid claim under Article 10 on or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date on which such representation, warranty, covenant or agreement would have otherwise terminated, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10. Any representation or warranty contained in this Agreement made by any party or any written information furnished by any party that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim was made by such party in reasonable detail in a writing received fraudulently or with intent to defraud or mislead or with gross negligence shall indefinitely survive the Closing. Any representation or warranty made by the Indemnifying Party Seller or Buyerthe Company in this Agreement or any written information furnished or caused to be furnished by the Seller or the Company to the Purchaser that is incorporated in, as applicableor is the basis for omitting information from, prior to the Registration Statement, prospectus or other document, or any amendment or supplement thereof in connection with any Purchaser Financing Transaction shall survive until the expiration of all applicable statutes of limitations regarding claims brought by investors in such eighteen (18) month period (Purchaser Financing Transaction alleging material misstatements or the applicable period described above with respect to obligations arising under Section 9.22 hereof)omissions in such documents.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations representations, warranties, covenants and warranties made by Sellers and, prior to the Closing, the Companies agreements of Seller contained in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from after the Closing Date; provided, however, that (i) the expiration representations and warranties made pursuant to Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Capitalization of such indemnification obligations the Members of the Alkali Group), 3.3 (Authority Relative to this Agreement), and 3.18 (Brokers) (collectively, the “Fundamental Representations”), shall survive until the date that is the third (3rd) anniversary of the Closing Date; (ii) the representations and warranties made pursuant to Section 3.13 (Taxes) shall not affect an Indemnified Party survive the Closing (except that the representations and warranties made pursuant to Section 3.13(c) (Taxes) shall survive the Closing as provided in Section 7.13), (iii) the representations and warranties made pursuant to Section 3.14 (Environmental Matters) shall survive until the date that is the second (2nd) anniversary of the Closing Date and (iv) any covenant and agreement to be performed, in whole or in part, after the Closing Date shall survive the Closing in accordance with its terms. Written notice of a claim must be given by Purchaser to Seller Indemnified Party (in accordance with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, provisions hereof prior to the expiration of such eighteen (18) month period (or the applicable period described above representations, warranties, covenants or agreements; provided that written notice of a claim with respect to obligations arising under Section 9.22 hereof)a covenant or agreement to be performed, in whole or in part, after the Closing Date, must be given by Purchaser to Seller no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms.

Survival of Representations, Warranties, Covenants and Agreements. The All representations, warranties, covenants and agreements contained in or made pursuant to this Agreement shall survive the Closing. DGT and the Seller will have no liability with respect to any representation or warranty (other than those representations and warranties made by Sellers andcontained in Sections 3.1, prior 3.3 and 3.19) unless on or before the Escrow Release Date, the Purchaser delivers a notification of claim for indemnification to the ClosingSeller; a claim with respect to any of the representations or warranties contained in Sections 3.1(a) (first sentence only) and Section 3.1(b) (first sentence only) may be made at any time. DGT and the Seller will have no liability with respect to any of the representations or warranties contained in Sections 3.1 (other than the first sentences of Section 3.1(a) and 3.1(b)), 3.3 and 3.19 unless on or before the expiration of the statute of limitations applicable to the underlying claim plus any extensions thereof, the Companies in this Agreement or any certificate delivered by Sellers (or, prior Purchaser delivers a notification of claim for indemnification to the Closing, the Companies) pursuant hereto shall survive the Closing until Seller. The Purchaser will have no liability with respect to any representation or warranty (and claims based upon or arising out of such other than those representations and warranties may be asserted at any time contained in Sections 4.1, 4.3 and 4.6) unless on or before but in no event after) the date that is twelve (12) months following Escrow Release Date, DGT or the Closing DateSeller delivers a notification of claim for indemnification to the Purchaser; provided, however, (i) a claim with respect to the representations and warranties made by the applicable Selling Parties contained in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of 4.1 (xfirst sentence only) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be mademade at any time. The termination Purchaser will have no liability with respect to any of the representations or warranties contained in Sections 4.1 (other than the first sentence), 4.3 and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to 4.6 unless on or before the expiration of the statute of limitations applicable survival period provided hereinto the underlying claim plus any extensions thereof, the Seller delivers a notification of claim for indemnification to the Purchaser. The All covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ accordance with their stated terms or, if no term is stated, then such covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which agreements shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)indefinitely.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto contained herein shall survive the Closing and shall remain in full force and effect until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from after the Closing Date; provided, however, that (a) the representations and warranties contained in Sections 2.1 (Organization), 2.2(a) (Authority), 2.2(b)(i) (No Conflict), 2.3 (Capitalization), 2.19 (Brokers) and 8.19(b) (the “Seller Fundamental Representations”), and in Sections 3.1 (Organization), 3.2(a) (Authority), 3.2(b)(i) (No Conflict), 3.3 (Brokers) and 8.20(b) (the “Buyer Fundamental Representations”), shall survive the Closing until the expiration of the applicable statute of limitations plus sixty (60) days (taking into account any waivers or extensions thereof), (b) the representations and warranties contained in Section 2.5 (Taxes) shall survive the Closing for a period of six (6) years from the Closing Date, and (c) the representations and warranties contained in Section 2.10 (Environmental Matters) shall survive for a period of three (3) years from the Closing Date. Other than those covenants or agreements of the parties contained herein which by their terms apply, or are to be performed in whole or in part, after the Closing (which such covenants or agreements shall survive the Closing for the period specified herein or if not specified herein, until the expiration of the applicable statute of limitations plus sixty (60) days (taking into account any waivers or extensions thereof)), the obligations of the parties hereto under covenants and agreements contained herein that are contemplated to be performed at or prior to the Closing shall survive the Closing for a period of twelve (12) months from and after the Closing Date. The period of time that a representation or warranty or covenant survives the Closing pursuant to this Section 7.1 shall be the “Survival Period” for such representation or warranty or covenant. The parties intend for this Section 7.1 to alter the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 7.1, no claim may be brought pursuant to a claim for indemnification obligations pursuant to Sections 7.2(a) or 7.2(b) based upon any of the representations and warranties or covenants contained in this Agreement after the Survival Period with respect to such representation and warranty or covenant. The termination of the representations and warranties and covenants provided herein shall not affect an Indemnified Party or Seller Indemnified Party a party (with respect to their indemnification rights under Section 12.3(c)i) in respect of any claim made by such party in reasonable detail in a writing received by the an Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with Survival Period provided herein or (ii) in respect to obligations arising under Section 9.22 hereof)of any claim grounded in fraud.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Seller contained in this Agreement shall survive the Closing in perpetuityuntil the 12-month anniversary thereof; provided provided, that claims based upon or arising out of (i) the Selling Parties’ covenants in Section 9.1 Seller Fundamental Representations and Section 9.2 hereof must be the representations and warranties made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which 3.17 shall survive the Closing until ten (10) days following the final determination expiration of the Multiemployer Plan Liabilities under Section 9.22applicable statute of limitations and (ii) the representations and Buyer’s indemnification obligations warranties made pursuant to Section 12.3(c3.14(d) hereof shall expire on survive until the date that is eighteen 30 days after the expiration of the applicable statute of limitations. (18b) months from The representations and warranties of Parent and Purchaser contained in this Agreement shall survive the Closing Dateuntil the 12-month anniversary thereof; provided, however, that the Purchaser Fundamental Representations shall survive the Closing until the expiration of the applicable statute of limitations. (c) The covenants and agreements contained herein that are to be performed at or prior to the Closing (other than Section 5.5, Section 5.7, Section 5.13 and Section 5.14) shall survive the Closing until the 12-month anniversary thereof, and written notice of a claim for breach of such indemnification obligations shall not affect an Indemnified Party covenant or agreement must be given by Purchaser to Seller Indemnified Party (with respect or by Seller to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or BuyerPurchaser, as applicable, in accordance with the provisions hereof prior to such 12-month anniversary. Any other covenant and agreement to be performed, in whole or in part, after the Closing shall survive the Closing in accordance with its terms. (d) Notwithstanding the foregoing, any claims asserted in connection with this Agreement in good faith with reasonable specificity (to the extent known at such time) and in - 66 - writing by notice from the non-breaching Party to the breaching Party prior to the expiration date of such eighteen (18) month period (or the applicable survival period described above with respect to obligations arising under Section 9.22 hereof).shall not thereafter be barred by the expiration of the relevant covenant, agreement, representation or warranty and such claims shall survive until finally resolved. 10.2

Survival of Representations, Warranties, Covenants and Agreements. The representations representations, warranties, covenants and warranties agreements made by Sellers and, prior to the Closing, the Companies any Party in this Agreement or any certificate delivered by Sellers (or, prior to the other Transaction Document will survive Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such . The representations and warranties may be asserted at any time before but set forth in no event after) the date Articles 2 and 3 of this Agreement will expire on April 30, 2008, except that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties set forth in Section 4.3 Sections 2.4 (Taxes), 2.7 (Employee Benefit Plans), 2.11(b) (No Conflict) and Section 6.3 hereof shall 2.15 (No Broker’s Fees) will survive the Closing until the later date that is 90 days after the expiration of all applicable statutes of limitations (x) eighteen (18) months following including any extensions thereof, to the Closing or (y) the satisfaction extent that such statute of the Holdback Conditionlimitations can be extended), and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties set forth in Section 2.13 (Permits and Licenses; Compliance with Legal Requirements) and Section 2.14 (Environmental Matters) will survive until the third anniversary of the Closing Date, and (iii) the representations and warranties set forth in Sections 2.1 (Organization; Capitalization; Ownership) and 2.11(a) (Authorization and Enforceability) will survive forever, and Sellers hereby waive any statute of limitation period applicable to such representations and warranties. Any claim for indemnification under Article 5 with respect to a Breach of a representation or warranty set forth in Articles 2 or 3 will toll the applicable survival period of such representation or warranty as it relates to such claim and any related claim. All covenants and agreements set forth in this Agreement will be given independent effect so that if a certain action or condition constitutes a default under a certain covenant or agreement, the fact that such action or condition is permitted by another covenant or agreement will not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant or agreement. Likewise, each representation and warranty set forth in this Agreement will be given independent effect so that if a particular representation or warranty proves to be incorrect or is Breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not Breached will not affect the incorrectness or Breach of the initial representation or warranty. Except to the extent provided herein shall not in Section 5.7, no investigation by or knowledge of a Party or its Representatives, before or after the Closing, will affect a party in respect any manner any representation, warranty, covenant or agreement of another Party set forth in this Agreement or any claim made by other Transaction Document or such party in reasonable detail in a writing received by the Indemnifying Party prior Party’s rights to the expiration of the applicable survival period provided herein. The rely thereon, and all representations, warranties, covenants and agreements of the parties contained in this Agreement shall will survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of any such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)investigation.

Survival of Representations, Warranties, Covenants and Agreements. The Subject to the provisions of this Article VIII, the representations and warranties made by of the Sellers and, prior to contained in Article III and of the Closing, the Companies Buyer in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto Article IV shall survive the Closing until (and claims based upon or arising out of any investigation by the Parties with respect to such representations and warranties may warranties) but shall terminate and be asserted at any time before but in of no event afterfurther force or effect on the third (3rd) the date that is twelve (12) months following anniversary of the Closing Date; provided, howeverDate and no claims shall be made by any Indemnified Party (as hereinafter defined) under this Article VIII thereafter. Notwithstanding the foregoing, (ia) any such representation or warranty as to which a claim relating thereto is asserted in writing (which states with specificity the basis therefor) in accordance with Section 8.3 during such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending full and final resolution of such claim, (b) the representations and warranties made by of the applicable Selling Parties Sellers set forth in Section 4.3 3.1 (Organization and Authority), Section 3.2 (Authorization; Enforceability), Section 3.3 (Capitalization; Transfer) and Section 6.3 hereof 3.18 (Brokers, Finders, Etc.), and the Buyer in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.5 (Brokers, Finders, Etc.); shall survive the Closing until the later of forever, (xc) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to of the extent provided herein Sellers set forth in Section 3.8 (Taxes), Section 3.14 (Employees; Employee Related Agreements and Plans) and Section 3.15 (Environmental Matters) and the covenants of the Sellers and Buyer set forth in Section 6.1 (Tax Matters) shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to survive until the expiration of the relevant statutory period of limitations applicable to the underlying claims (provided, however, that neither the Buyer nor any of the Companies may extend such period by giving any waiver or agreeing to any extension thereof without the express prior written consent of the Sellers), (d) each covenant and agreement in this Article VIII shall survive the Closing and shall remain in full force and effect with respect to any claim made with respect to any representation, warranty, covenant or agreement contained in this Agreement during the survival period provided herein. The thereof for such period as is necessary to fully and finally resolve any such claim but with respect only to such claim, and (e) the remaining covenants and agreements of the parties Parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of extent provided in such indemnification obligations shall not affect an Indemnified Party covenant or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)agreement.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andincluded or provided for (x) in Sections 3.5 through 3.11, prior and Sections 3.16 (except for the last sentence of Section 3.16 (Property and Leases) referred to the Closingin (bb) below) through Section 3.20, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof 3.22 (Service Marks) Section 4.2 and Sections 4.4, 4.6 and 4.8 herein shall survive the Closing until the later of (x) eighteen (18) months 120th day following the Closing or end of the first full calendar year after the Closing, (y) the satisfaction of the Holdback Condition, and in Section 3.12 (iiTax Matters) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by survive the Indemnifying Party prior to Closing until the expiration of the applicable statute of limitations (including any waivers or extensions thereof) with respect to such matters and shall expire at such time, (z) in Sections 3.13 (Labor Matters), 3.14 (Employee Benefits) and 3.15 (Environmental Matters) shall survive the Closing until the fourth anniversary of the Closing Date and shall expire at such time, (aa) in Sections 3.1 (Organization and Authority of Seller), 3.2 (Organization and Qualification of the Companies), 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies), 3.21 (Brokers and Finders), 3.23 (No Other Representations and Warranties), 4.1 (Organization and Authority of Buyer), 4.3 (Brokers and Finders), 4.5 (Securities Act), 4.7 (Investigation by Buyer) and 4.9 (No Other Representations and Warranties) shall have no expiration date and (bb) in the last sentence of Section 3.16 (Property and Leases) shall survive the Closing until the 180th day following the Closing. In the event that any Claim Notice or any other written notice of a claim shall be given hereunder within the applicable survival period provided hereinperiod, the representations and warranties that are the subject of such indemnity claim shall survive until such claim is finally resolved. The covenants and other agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon until the date or arising out dates specified therein or the expiration of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve statute of limitations (12including any waivers or extensions thereof) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22such matters, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that whichever is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (later. Except with respect to their indemnification rights the representations and warranties contained in Sections 3.21 (Brokers and Finders), 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies; Minority Interests), 3.12 (Tax Matters) and 3.20 (Ability to Conduct Business), in no event shall Seller be liable to Buyer for any breach of the representations or warranties included or provided for herein or in any other document delivered pursuant to this Agreement, unless and until all claims for which Losses are recoverable by Buyer exceed $7,200,000 (seven million two hundred thousand dollars) (the "Deductible") and Seller shall be liable only for the amount by which all such recoverable Losses exceed the Deductible. In addition, (x) except for breaches of (1) Sections 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies) and 3.21 (Brokers and Finders), (2) breaches of covenants and indemnities outside this Article IX and (3) the special indemnity under Section 12.3(cclauses 9.3(a)(ii), 9.3(a)(iii), 9.3(a)(iv) and 9.3(a)(v) for which there shall be no limit, any payments under this Article IX by Seller to Buyer for Losses shall not exceed in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to aggregate $180,000,000 (one hundred eighty million dollars) (the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof"Limit").

Survival of Representations, Warranties, Covenants and Agreements. The representations 12.01. Survival of Representations, Warranties, Covenants and warranties made by Sellers andAgreements. Each and every representation, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (warranty and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained covenant set forth in this Agreement shall survive the Closing Closing, subject to the limitations set forth in perpetuity; provided that claims based upon this Section 12.01. No party shall have any liability (for indemnification or arising out otherwise) for a breach of any representation or warranty unless such party is given a Claim Notice or Indemnity Notice specifying the factual basis of the Selling Parties’ covenants in Section 9.1 claim and Section 9.2 hereof must be made by extent of the Indemnified Parties Losses in reasonable detail in a writing received by the applicable Indemnifying Party prior detail, to the date that is twelve (12) months following extent then known or available, on or before the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination expiration of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire period ending on the date that is eighteen (18) months from the three-year anniversary of the Closing Date, except that (a) any claim by the Indemnified Party for breach of the representations and warranties set forth in Sections 6.08 (Taxes), 6.11 (Benefit Plans; provided, however, that ERISA) and 6.26 (Environmental Matters) and the covenants set forth in Article X (Tax Matters) may be brought at any time up to ninety (90) days following the expiration of the statute of limitations applicable to the subject matter of the claim; (b) any claim for breach of the representations and warranties set forth in Section 6.03 (Title to and Condition of Assets) and 7.05 (LLC Agreement and Capitalization) will survive without limitation as to time. The right to indemnification or any other remedy based on representations, warranties, covenants and obligations in this Agreement will not be affected by any investigation or audit conducted before or after the Closing Date or the actual or constructive knowledge of any party (whether acquired before or after the execution and delivery of this Agreement or the Closing) and each party shall be entitled to rely upon the representations and warranties set forth herein regardless of any such indemnification obligations shall investigation or knowledge. The knowing waiver in writing of any condition regarding the accuracy of any representation or warranty, or regarding the performance of or compliance with any covenant or obligation, will not affect an Indemnified Party the right of indemnification or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect any other remedy of any claim made by such the waiving party in reasonable detail in a writing received by after the Indemnifying Party or Buyer, as applicable, prior to Closing based on the expiration inaccuracy of such eighteen (18) month period (representation or warranty or the applicable period described above nonperformance of or noncompliance with respect to obligations arising under Section 9.22 hereof)such covenant or obligation.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andSeller, prior to the Closing, the Companies Buyer and LDC in this Agreement shall generally survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any certificate delivered by Sellers time before) the twelve (or12) month anniversary of the Closing Date; provided, prior however, that with respect to the ClosingSections 4.1, 4.2, 4.4, 4.11, 4.13, 4.20, 5.1, 5.2, 5.5, 5.6, 5.8, 5.11, 12.19(a) and 12.19(b)(iii) (collectively, the Companies) pursuant hereto “Fundamental Representations”), such Fundamental Representations shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event afterbefore) the date statute of limitations with respect to such matters or, if no statute of limitations is applicable, indefinitely. Any covenants and agreements in this Agreement that is twelve (12) months following by their terms are to be performed only during the pre-Closing Date; providedperiod, howeverincluding Section 6.1, (i) shall terminate at the representations Closing, and warranties made by all other covenants and agreements of the applicable Selling Parties and LDC in Section 4.3 and Section 6.3 hereof this Agreement shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no without any contractual limitation on the period of survival (except to the extent, if any, that a period is otherwise expressly set forth in such covenant or agreement or herein in connection with the applicable covenant or agreement). The period of time within which notice a representation or warranty or covenant or agreement survives the Closing pursuant to this Section 9.1 shall be the applicable “Survival Period” with respect to such representation or warranty or covenant. The obligation to indemnify pursuant to Section 9.2 shall terminate upon expiration of the applicable Survival Period, unless an Indemnified Party shall have made a claim based on fraud on for indemnification pursuant to Article IX prior to the part expiration of any party hereto may be madethe applicable Survival Period. The termination of the applicable Survival Period for the representations and warranties to the extent or a covenant and agreement provided herein shall not affect a party in respect of any Party’s indemnification claim if such Party has made by such party claim in reasonable detail in a writing and such written claim is received by the Indemnifying Party prior to the expiration of the applicable survival period provided hereinSurvival Period. The covenants and agreements No claim may be brought based upon, directly or indirectly, any of the parties representations and warranties or a covenant or agreement contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by after the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than Survival Period with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party representation or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party warranty or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (covenant or the applicable period described above with respect to obligations arising under Section 9.22 hereof)agreement.

Survival of Representations, Warranties, Covenants and Agreements. (a) (i) The representations and warranties made by Sellers and, prior of the Seller Parent contained in ARTICLE III as they apply to the ClosingFirst Closing Transactions, the Companies in this Agreement Fab Assets or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (SSD Business and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties Buyer Parent contained in ARTICLE IV as they apply to the extent provided herein First Closing Transactions shall not affect a party each survive and continue in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants full force and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing effect until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from after the First Closing Date and (ii) the representations and warranties of the Seller Parent contained in ARTICLE III as they apply to the Second Closing Transactions and the NAND Business and the representations and warranties of the Buyer Parent contained in ARTICLE IV as they apply to the Second Closing Transactions shall each survive and continue in full force and effect until the date that is eighteen (18) months after the Second Closing Date; provided, however, that notwithstanding the foregoing: (A) the (w) Fundamental Seller Representations, (x) Fundamental Buyer Representations, (y) right to make a claim for indemnity under Section 10.2(a)(i)(E) and (z) right to bring any Action relating to fraud shall, in each case, survive and continue in full force and effect until the date that is ninety (90) days after the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party the applicable statute of limitations; (B) the representations and warranties set forth in Section 3.15 (Intellectual Property) (y) with respect to their indemnification rights under Section 12.3(c)Transferred SSD IP shall survive and continue in full force and effect until the fifth (5th) in respect anniversary of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen First Closing Date and (18z) month period (or the applicable period described above with respect to obligations arising under Transferred NAND IP shall survive and continue in full force and effect until the fifth (5th) anniversary of the Second Closing Date; (C) the representations and warranties set forth in Section 9.22 hereof)3.9 (Employee Benefits) and Section 3.12 (Environmental Matters) shall survive and continue in full force and effect until the fifth (5th) anniversary of the Second Closing Date; and (D) the representations and warranties set forth in Section 3.16(b) (Sufficiency) (y) with respect to the First Closing Transferred Assets, Licensed SSD IP, and Licensed SSD Technology shall survive and continue in full force and effect until the second (2nd) anniversary of the First Closing Date and (z) with respect to the Second Closing Transferred Assets, Licensed NAND IP, and Licensed NAND Technology shall survive and continue in full force and effect until the second (2nd) anniversary of the Second Closing Date.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by of Sellers and, prior to the Closing, the Companies and Buyer contained in this Agreement or any certificate delivered by Sellers will survive through and until February 14, 2004, except that (or, prior to a) the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such organizational representations and warranties may be asserted at any time before but relating to the Sellers and the Company set forth in no event afterSections 2.01 through 2.04, 2.07(a) and 2.09 (the "Seller Organizational Representations") will survive indefinitely, (b) the date that is twelve (12) months following the Closing Date; provided, however, (i) the organizational representations and warranties made by relating to the applicable Selling Parties Buyer set forth in Sections 3.01 and 3.02 (the "Buyer Organizational Representations") will survive indefinitely, (c) the tax representations and warranties set forth in Section 4.3 and 2.14 (the "Seller Tax Representations"), solely to the extent related to matters described in Section 6.3 hereof shall 9.02(a)(ii), will survive the Closing until the later expiration of (x) eighteen (18) months following the Closing or (y) the satisfaction all applicable statutes of the Holdback Conditionlimitation, and (iid) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the intellectual property representations and warranties to set forth in Section 2.24(g) (the extent provided herein shall not affect a party "Seller IP Non-Infringement Representations" and, together with all other representations and warranties set forth in respect of any claim made by such party Section 2.24, the "Seller IP Representations") will survive through and until February 14, 2005 (in reasonable detail in a writing received by each case, the Indemnifying Party prior to "Indemnity Period"), and the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Sellers and Buyer contained in this Agreement shall will, except as otherwise expressly provided herein, survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closingindefinitely. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii)representations and warranties of Sellers contained in this Agreement, Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect the Seller Organizational Representations, the Seller Tax Representations described in subsection (c) above, and the Seller IP Representations, shall hereinafter be referred to obligations arising under Section 9.22as the "Seller General Representations." The representations and warranties of Buyer contained in this Agreement, which other than the Buyer Organizational Representations, shall survive hereinafter be referred to as the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)"Buyer General Representations."

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to of the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto Parties contained herein shall survive the Closing until (and claims based upon or arising out Date for a period of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Datedate thereof; provided, however, that (i) the representations and warranties made by of the applicable Selling Parties Sellers contained in Sections 2.1(b) (Authority), 2.2 (Right and Title to Company Membership Interests), 3.1(a) (Organization and Qualification), 3.1(b) (Authority) and 3.2 (Subsidiaries; Equity Interests; Capitalization) shall survive the Closing indefinitely, (ii) the representations and warranties of Purchaser contained in Sections 4.2(a) (Authority) shall survive the Closing indefinitely, (iii) the representations and warranties of the Sellers contained in Section 4.3 and Section 6.3 hereof 3.5 (Taxes) shall survive the Closing until the later of thirty (x30) eighteen (18) months days following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival statute of limitations (taking into account any extensions or waivers thereof) which for the purpose of this Agreement shall commence upon the Closing Date, and (iv) the representations and warranties of the Sellers contained in Section 3.12 (Environmental) shall survive the Closing for a period provided hereinof two (2) years following the Closing Date. The All covenants and agreements of the parties contained in this Agreement shall survive that contemplate or provide for any rights, obligations or actions of any Party after the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days they are fully performed or terminated in accordance with their terms. No claim or cause of action for indemnification under Article VIII arising out of the inaccuracy or breach of any representation or warranty of the Sellers, the Company or Purchaser may be made following the final determination termination of the Multiemployer Plan Liabilities applicable survival period; it being understood that in the event notice of any claim for indemnification under Section 9.228.1 or Section 8.2(a) shall have been given within the applicable survival period, the representations and Buyer’s warranties that are the subject of such indemnification obligations pursuant to Section 12.3(c) hereof claim shall expire on the date that survive until such time as such claim is eighteen (18) months from finally resolved. The Parties agree that, after the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of the Sellers, the Company and Purchaser, any claim made by such party or cause of action against any of the Parties, or any of their respective directors, members of the Management Committee, officers, employees, Affiliates, successors, permitted assigns, advisors, agents, or representatives based upon, directly or indirectly, any of the representations, warranties, covenants or agreements contained in reasonable detail this Agreement, or any other agreement, document or instrument to be executed and delivered in a writing received by the Indemnifying Party or Buyer, connection with this Agreement may be brought only as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)expressly provided in Article VIII.

Survival of Representations, Warranties, Covenants and Agreements. The representations All representations, warranties, covenants and warranties made by Sellers andagreements set forth in this Agreement, prior the documents relating to the Closing, the Companies transactions or in any writing or certificate delivered in connection with this Agreement or any certificate delivered the transactions contemplated by Sellers (or, prior to the Closing, the Companies) pursuant hereto this Agreement shall survive the Closing until Date except (and claims based upon the only to the extent) as otherwise provided below. Notwithstanding the foregoing, no party shall be entitled to recover for any Loss pursuant to Section 6.2(a)(i)(A) or arising out Section 6.2(b) unless written notice of such representations and warranties may be asserted at any time before but in no event aftera claim thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the twenty-four (24) the date that is twelve (12) months following month anniversary of the Closing Date; provided, however, that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) Section 3.9 (Taxes), Section 3.16 (Employee Benefit Plans), and Section 3.21 (Environmental), which shall survive until ninety (90) days after the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such sections; (ii) Section 3.2 (Authorization), Section 3.8 (Title) and Section 5.2 (Authorization), which shall survive indefinitely following the Closing Date; and (iii) Section 3.20 (Compliance with Laws), which shall survive five (5) years following the Closing Date. Each party hereto shall be entitled to rely upon the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any other party hereto may be madeset forth in this Agreement. The termination of the representations and warranties to the extent provided herein shall not affect the rights of a party in respect of any claim Claim made by such party in reasonable detail in a writing received by the Indemnifying Party other party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. The (i) representations and warranties made by Sellers and, prior to of the Closing, the Companies Parties contained herein or in this Agreement or any certificate delivered by Sellers pursuant to Section 7.1(d) or (ore) or 7.2(d) or (e) of this Agreement, prior to and (ii) the Closingindemnification obligations set forth in Sections 9.2(a), the Companies(b), (c), (d) pursuant hereto and (e) and Section 9.3 below shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date (the “Indemnity Expiration Date; provided”), however, (i) except that the representations and warranties made by contained in Section 3.18 shall survive until thirty (30) days after the expiration of the applicable Selling Parties statute of limitation. Any claims under this Agreement with respect to a breach of a representation or warranty must be asserted by written notice within the survival period set forth in this Section 4.3 9.1, and, if such a notice is given, the survival period for such representation and Section 6.3 hereof warranty shall survive continue, with respect to the Closing matters described in such notice only, until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there claim is fully resolved pursuant hereto. Such notice shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party specify in reasonable detail the Damages included in the amount so stated, the date each such item of Damages was paid or accrued, or the basis for such anticipated Damages (the “Claimed Amount”), and the nature of the misrepresentation, breach of representation and warranty or covenant, claim or threatened claim or agreement under this Agreement to which such item is related. Unless specifically set forth in the covenant and agreement, covenants and agreements of the Parties shall survive for a writing received by period of twelve (12) months after the Indemnifying Closing Date unless the other Party has provided the Party with written notice of non-performance prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is such twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Datemonth period; provided, however, that (i) the covenants contained in Section 6.4, and the indemnification obligations set forth in Section 9.2(f) below shall each survive until thirty (30) days after the expiration of such the applicable statute of limitation, and (ii) no right to indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect pursuant to their indemnification rights under Section 12.3(c)) this Article IX in respect of any claim made by such party in reasonable detail in based upon any breach of a writing received by the Indemnifying Party covenant or Buyer, as applicable, agreement occurring prior to the expiration of such eighteen (18) month period (covenant or agreement shall be affected by the applicable period described above with respect to obligations arising under Section 9.22 hereof)expiration of such covenant or agreement.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto contained herein shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is for twelve (12) months following after the Closing Date; provided, however, provided that (i) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 3.01(a) (Existence), Section 3.01(b) (Authority), Section 3.01(g) (Brokers), Sections 3.01(i)(i), (ii), (v) and (ix) (Company and Mesquite Sky Entities), Section 3.02(a) (Existence), Section 3.02(b) (Authority) and Section 6.3 hereof 3.02(h) (Brokers) (the “Seller Fundamental Representations”) shall survive the Closing for five (5) years after the Closing Date and (ii) the representations and warranties in Section 3.01(k) (Taxes) shall survive the Closing until the later of thirty (x30) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to days after the expiration of the applicable survival period provided hereinTax statute of limitations. The covenants covenants, agreements and agreements of the parties contained obligations in this Agreement to be performed shall survive until the Closing in perpetuitydate on which they have been fully performed. No claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that claims based upon or arising out that, if written notice for a claim of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made indemnification has been provided by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party pursuant to Section 6.04(a) on or prior to the date that is twelve (12) months following applicable survival expiration date, then the Closing. The obligation of the Indemnifying Parties’ indemnification obligations Party to indemnify the Indemnified Party pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than this Article 6 shall survive with respect to obligations arising under Section 9.22, which shall survive the Closing such claim until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that such claim is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations Notwithstanding any right of the Purchaser or the Company (whether or not exercised) to investigate the affairs of the Purchaser or the Company (whether pursuant to Section 5.1 or otherwise), or any waiver or non-assertion by the Purchaser or the Company of any condition to Closing set forth in Article 6 or any termination right set forth in Article 8, each party shall have the right to rely fully upon the representations, warranties, covenants and warranties made by Sellers and, prior to agreements of the Closingother parties hereto contained in this Agreement, the Companies Ancillary Agreements or in any instrument delivered pursuant to this Agreement or any certificate delivered by Sellers Agreement. Except for (or, prior to the Closing, the Companiesi) pursuant hereto covenants and agreements contained in Section 1.7 (Earnout Payment) (which shall survive the Closing until (and claims based upon or arising out of such representations shall terminate only when the Earnout Payment is fully and warranties may be asserted at finally calculated and paid, and any time before but in no event after) disputes related to the date that is twelve (12) months following the Closing Date; provided, howeverEarnout Payment are resolved), (iii) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 2.62.8 (Taxes) and covenants and agreements contained in Section 6.3 hereof 5.14 (Taxes) (which shall survive the Closing and shall terminate only when the applicable statutes of limitations with respect to the liabilities in question expire, in each case giving effect to any tolling or extensions thereof), (iii) Article 7 (Escrow Fund) (which shall survive until termination of the later of (x) eighteen (18) months following the Closing or (y) Escrow Fund created thereby and the satisfaction of the Holdback Conditionany other obligations described therein), and (iiiv) there shall be no limitation on any fraudulent or willful misconduct by the time within which notice of Company or any Person who is or was a claim based on fraud on the part of any party hereto may be made. The termination director, officer, Affiliate or shareholder of the representations and warranties to the extent provided herein shall not affect a party Company in respect of connection with this Agreement or any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The Ancillary Agreements or any certificate, agreement or instrument required to be delivered at the closing of the Transaction pursuant to this Agreement (which shall survive the Closing indefinitely), all of the representations, warranties, covenants and agreements of the parties Company and the Purchaser contained in this Agreement, the Ancillary Agreements or in any instrument required to be delivered at the Closing of the Transaction pursuant to this Agreement shall survive the Closing Transaction and continue until 11:59 p.m. Israel time on December 31, 2011 (the "Expiration Date"). Nothing in perpetuity; provided that claims based upon this Section 7.1 or arising out any other provision of this Agreement shall be construed to limit the survival of any representation, warranty, covenant or agreement of any Person other than the Purchaser and the Company set forth in any of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22Ancillary Agreements, which shall survive the Closing until ten Transaction and continue for the time periods set forth therein (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that or, if no time period is eighteen (18) months from the Closing Date; providedset forth therein, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereofindefinitely).

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties made by Sellers andSeller, prior to the Closing, the Companies Parent and Buyer in this Agreement or and in any certificate or other writing delivered by Sellers (oror on behalf of Seller, prior Parent and Buyer pursuant to the Closing, the Companies) pursuant hereto terms of this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event afterbefore) the date that is twelve one (121) months following year after the Closing Date; provided, however, (i) that the representations and or warranties made by the applicable Selling Parties contained in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and Consents) and Section 6.3 hereof 5.8 (Brokers) shall survive the Closing until until, and may be asserted at any time prior to, the later of the date that is forty-five (x45) eighteen days after the expiration of the statute of limitations (18giving effect to any waiver, mitigation or extension thereof mutually agreed to by the Parties) months following applicable thereto and the date that is forty-five (45) days after the third anniversary of the Closing or Date (y) with respect to any given representation and warranty, the satisfaction "Survival Period"). The expiration of the Holdback Condition, Survival Period with respect to a given representation and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent warranty provided herein shall not affect a party Party in respect of any claim made asserted by such party Party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period Survival Period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) such representation and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)warranty.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties of the Parties contained in or made by Sellers and, prior pursuant to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to and the Closing, the Companies) pursuant hereto Ancillary Agreements shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the representations and warranties of Cinergy and Duke set forth in Sections 3.1, 3.2, 3.3, 3.7, 3.8, 3.9, 3.10, 4.1, 4.6(f), 4.7(e) and 4.14 and the representations and warranties of Investor set forth in Sections 5.1, 5.2, 5.3 and 5.8 (collectively the “Fundamental Representations”) shall survive until sixty (60) days following expiration of such indemnification obligations the applicable statute of limitations, and the representations and warranties of Cinergy in Section 4.13 shall not affect an Indemnified Party or Seller Indemnified Party survive until the date that is twenty-four (with respect to their indemnification rights under Section 12.3(c)24) in respect months following the applicable Closing Date (each of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyerforegoing, as applicable, the “Survival Period”). The Survival Period for covenants and agreements in this Agreement and the Ancillary Agreements shall be the earlier of (a) one (1) year following the specified term of such covenant or agreement (if any) or (b) sixty (60) days following expiration of the applicable statute of limitations. Any representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement will survive the time at which it would otherwise terminate pursuant to this Section if written notice of a claim for the inaccuracy or breach of such representation or warranty or breach of such covenant or agreement giving rise to such indemnity right has been given to the Party from whom such indemnification may be sought prior to the expiration of time such eighteen (18) month period (representation, warranty, covenant or the applicable period described above with respect to obligations arising under Section 9.22 hereof)agreement would have expired.

Survival of Representations, Warranties, Covenants and Agreements. The representations representations, warranties, covenants and warranties made by Sellers andagreements of Chiron, prior to the Closing, the Companies CTPL and Mimotopes contained in this Agreement Agreement, or in any certificate or other writing delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall or in connection herewith will survive the Closing Date until (and claims based upon or arising out the expiration of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following after the Closing Date; providedDate or (a) thirty-six (36) months with respect to the representations and warranties contained in Section 3.6, however3.7 and 3.11. The representations, (i) warranties, covenants and agreements made herein by MitoKor and the representations and warranties made by the applicable Selling Parties Chiron and CTPL in Section 4.3 3.21 shall survive this Agreement, notwithstanding any investigation made by Chiron or CTPL. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of MitoKor pursuant hereto or in connection with the Series E Shares shall be deemed to be representations and warranties by MitoKor hereunder as of the date of such certificate or instrument. Nothing in the foregoing sentence shall preclude MitoKor, Mimotopes, Chiron, or CTPL from bringing an action, or limit in any manner whatsoever any liability MitoKor, Mimotopes, Chiron, or CTPL have or may have, for fraud or for knowing and intentional misrepresentations or breach. Notwithstanding the preceding sentences, any covenant, agreement, representation or warranty in respect of which indemnity may be sought under Section 6.3 hereof 6.2 shall survive the Closing until time at which it would otherwise terminate pursuant to the later of (x) eighteen (18) months following the Closing or (y) the satisfaction preceding sentences, if notice of the Holdback Condition, inaccuracy or breach thereof giving rise to such right to indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. This Section 6.1 shall not limit in any way the survival and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part enforceability of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements covenant or agreement of the parties contained in this Agreement shall survive hereto that by its terms contemplates performance after the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22Date, which shall survive for the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)respective periods set forth herein.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closinglimitations and other provisions of this Agreement, all representations, warranties, covenants and agreements set forth in this Agreement, the Companies Schedules hereto and in this Agreement or any certificate delivered by Sellers (orin connection with this Agreement, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until Date as set forth herein. Notwithstanding the foregoing, no Indemnified Party shall be entitled to recover for any Loss pursuant to Section 7.3(a)(i) or Section 7.3(b)(i) unless written notice of a claim (and claims based upon or arising out “Claim Notice”) thereof is delivered to the Indemnified Party prior to the Applicable Limitation Date. For purposes of such representations and warranties may be asserted at any time before but in no event after) this Agreement, the date that is term “Applicable Limitation Date” means the twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later month anniversary of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a breach of such indemnification obligations the representations and warranties of Seller set forth in Section 4.14 (Proprietary Rights), the Applicable Limitation Date shall be the two-year anniversary of the Closing Date, (ii) with respect to any Loss arising from or related to a breach of the representations and warranties of (A) Seller set forth in Section 4.1 (Organization and Power), Section 4.2 (Subsidiaries), Section 4.3 (Authorization of Transactions), the first sentence of Section 4.8(c) (Title to Purchased Assets; Sufficiency of Assets), Section 4.12 (Taxes), and Section 4.16 (Brokerage) (collectively, the “Seller Fundamental Representations”), and (B) Purchaser set forth in Section 5.1 (Organization and Power), Section 5.2 (Authorization of Transaction) and Section 5.8 (Brokers) (collectively, “Purchaser Fundamental Representations”), the Applicable Limitation Date shall not affect apply and all Seller Fundamental Representations and Purchaser Fundamental Representations shall survive for the full period of all applicable statutes of limitations plus sixty (60) calendar days; and (iii) that an Indemnified Party or Seller shall be entitled to seek recovery for fraud until the expiration of the applicable statute of limitations for any claim which seeks recovery of the Losses arising therefrom. All covenants and agreements of an Indemnified Party contained in this Agreement, any of the Schedules hereto or in any agreement, certificate or other document delivered pursuant hereto shall survive the Closing for the applicable statute of limitations or for the period explicitly specified therein, unless otherwise provided therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (with respect to their indemnification rights under Section 12.3(c)the extent known at such time) and in respect of any claim made writing by such party in reasonable detail in a writing received by Claim Notice from an Indemnified Party to the Indemnifying Party or Buyer, as applicable, prior to the expiration date of such eighteen (18) month period (or the applicable survival period described above with respect to obligations arising under Section 9.22 hereof)shall not thereafter be barred by the Applicable Limitation Date expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies Seller and Buyer in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event afterbefore) the date that is twelve first anniversary of the Closing Date, except for (12i) months representations and warranties contained in Section 5.1 (Organization of Seller), Section 5.2(a) (Authority), Section 5.14 (Personal Property), Section 6.1 (Organization), and Section 6.2(a) (Authority), which shall survive indefinitely, (ii) Section 5.8 (Environmental Matters), which shall survive for a period of five (5) years following the Closing Date; provided, howeverand (iii) Section 5.17 (Taxes) and Section 5.11 (Employee Benefits), which shall survive until ninety (i90) days following the expiration of the applicable statute of limitations. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties agree that no claim may be brought based upon, directly or indirectly, any of the representations and warranties made by contained in this Agreement after the applicable Selling Parties Survival Period with respect to such representation or warranty. The covenants and agreements of the parties hereto in Section 4.3 and Section 6.3 hereof this Agreement shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no without any contractual limitation on the time within which notice period of survival (except to the extent, if any, that a claim based on fraud on specific survival period is otherwise expressly set forth herein in connection with the part of any party hereto may be madeapplicable covenant or agreement). The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party indemnifying party prior to the expiration of the applicable survival period Survival Period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andIf the Merger is completed, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination all of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Company contained in Article IV of this Agreement and of Parent contained in Article V of this Agreement shall survive the Closing and remain in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 full force and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing effect until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire 11:59 p.m. Pacific Time on the date that is eighteen one (181) months from year after the Closing Date; provided, however, that (i) the representations and warranties made pursuant to Sections 4.3 (Authority and Enforceability), 4.7 (Capital Structure) and 4.11 (Title to Property) shall survive the Closing and remain in full force and effect until 11:59 p.m. Pacific Time on the date three (3) years after the Closing Date, and (ii) the representations and warranties made pursuant to Sections 4.17 (Taxes) shall survive the Closing and remain in full force and effect until three (3) days after the expiration of the applicable statute of limitations (together, Sections 4.3, 4.7, 4.11, and 4.17 are collectively referred to herein as the "Special Matters" and each time period described in this Section 9.1, an applicable "Survival Period"). If the Merger is completed, all covenants and agreements of the parties (including the covenants and agreements set forth in 67 Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party covenants and agreements provide that they are to be performed after the Closing. The parties acknowledge that the time periods set forth in this Article IX and elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the result of arms'-length negotiation between the parties and that they intend for the time periods to be enforced as agreed by the parties. The parties further acknowledge that the time periods set forth in this Article IX and elsewhere in the Agreement may be shorter than otherwise provided by applicable Legal Requirements, and it is the explicit intention of the parties that (A) by contract and except with respect to their indemnification rights under Section 12.3(c)) Special Matters, and as otherwise expressly provided in respect this Agreement, the statute of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above limitations with respect to obligations arising under Section 9.22 hereof)claims brought with respect to such representations and warranties shall be reduced to such one (1) year period and (B) the representations and warranties of the Company are being made solely as of the Agreement Date and the Closing Date.

Survival of Representations, Warranties, Covenants and Agreements. (a) The Parties, intending to shorten the applicable statute of limitation period, agree that all representations and warranties made by Sellers and, prior to of Seller and the Closing, the Companies Company contained in Article 4 of this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall will survive the Closing until (and claims based upon or arising out Date for the duration of such the applicable Representation Survival Period; except that the representations and warranties may be asserted at any time before but in no event afterSection 4.1 (Organization and Authority to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4 (Title), and Section 4.13 (Compliance with Laws and Permits) (collectively, the date that is twelve (12“Seller Fundamental Representations”) months following will survive the Closing Date; providedDate indefinitely, however, (i) and the representations and warranties made by the applicable Selling Parties in Section 4.3 4.9 (Taxes) and Section 6.3 hereof shall 4.16 (Employee Benefit Plans) (collectively, the “Tax and ERISA Representations” and together with Seller Fundamental Representations, the “Seller Excluded Representations”) will survive the Closing Date until the later of sixty (x60) eighteen (18) months days following the expiration of all applicable statute of limitations (giving effect to any waiver, or extension thereof). All covenants and agreements made by Seller or the Company contained in this Agreement (including the obligation of Seller to convey the Company Interests to Buyer pursuant to Section 2.1 and the indemnification obligations of Seller set forth in this Section 9.1) will survive the Closing Date until fully performed or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice discharged. Any Claim by Buyer for a breach of a claim based on fraud on representation, warranty or covenant by Seller or the part Company contained in Article 4 of any party hereto may this Agreement must be madedelivered to Seller in writing prior to the applicable expiration date set forth in this Section 9.1(a). The termination All of the representations and warranties to of Seller or the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Company contained in this Agreement shall survive will not be limited or diminished in any respect by any past or future inspection, investigation, examination or possession on the Closing in perpetuity; provided that claims based upon part of Buyer or arising out of its Representatives. Notwithstanding the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior foregoing or anything contained herein to the date that is twelve (12) months following contrary, any Claim by Buyer based on Seller’s or the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive Company’s fraud in the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect giving of any claim made by such party representations or warranties or in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration fulfilment of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)any covenant herein will survive indefinitely.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies (a) Unless otherwise specified in this Agreement Section 6.4 or any certificate delivered by Sellers (orelsewhere in this Agreement, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out no provision of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that and the consummation of the transactions contemplated hereby. Except for claims based upon or arising out of on fraud, all representations and warranties that are covered by the Selling Parties’ covenants indemnification agreements in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a6.1(a) and Section 12.3(b6.2(a) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) 12 months from following the Closing Date, except that the representations and warranties set forth in Sections 2.1 (Organization, Qualification and Corporate Power), 2.2 (Capitalization), 2.3 (Authorization), 2.9 (Tax Matters), 2.22 (Employee Benefits), 3.1 (Organization, Qualification and Corporate Power), 3.2 (Capitalization) and 3.3 (Authorization) shall survive the Closing for three years. Except for claims based on fraud, (i) all covenants and agreements that are covered by or set forth in the indemnification agreements in Sections 6.1(b) and 6.2(b) shall expire on the date that is 12 months following the Closing Date (except for claims based on intentional non-performance of such covenants or agreements, in which case such covenants and agreements shall survive until the date that is three years following the Closing Date), (ii) all covenants and agreements that are covered by or set forth in the indemnification agreements in Sections 6.1(c) and 6.1(d) shall expire on the date that is three years following the Closing and (iii) all claims under Section 6.1(e) shall expire on the date that is two years following the Closing. All matters described in this Section 6.4(a) that survive the expiration of the initial 12-month escrow period are collectively referred to herein as the “Permitted Matters”; provided, provided however, that the expiration of such indemnification obligations any claims pursuant to Section 6.1(e) shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) be considered Permitted Matters and shall be satisfied solely from the Escrow Fund, including the $1,000,000 that shall remain in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior Escrow Fund pursuant to the expiration Escrow Agreement for the period beginning on the 12-month anniversary of such eighteen (18) the Closing and ending on the 24-month period (or anniversary of the applicable period described above with respect to obligations arising under Section 9.22 hereof)Closing.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto contained herein shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is for twelve (12) months following after the Closing Date; provided, however, provided that (i) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 3.01(a) (Existence), Section 3.01(b) (Authority), Section 3.01(g) (Brokers), Sections 3.01(i)(i), (ii), (v) and (ix) (Company and Black Rock Entities), Section 3.02(a) (Existence), Section 3.02(b) (Authority) and Section 6.3 hereof 3.02(h) (Brokers) (the “Seller Fundamental Representations”) shall survive the Closing for five (5) years after the Closing Date and (ii) the representations and warranties in Section 3.01(k) (Taxes) shall survive the Closing until the later of thirty (x30) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to days after the expiration of the applicable survival period provided hereinTax statute of limitations. The covenants covenants, agreements and agreements of the parties contained obligations in this Agreement to be performed shall survive until the Closing in perpetuitydate on which they have been fully performed. No claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that claims based upon or arising out that, if written notice for a claim of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made indemnification has been provided by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party pursuant to Section 6.04(a) on or prior to the date that is twelve (12) months following applicable survival expiration date, then the Closing. The obligation of the Indemnifying Parties’ indemnification obligations Party to indemnify the Indemnified Party pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than this Article 6 shall survive with respect to obligations arising under Section 9.22, which shall survive the Closing such claim until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that such claim is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The If the Acquisition is consummated, (i) all of the agreements and covenants of the Parties and the Effective Time Holders contained in this Agreement requiring performance after the Closing shall survive Closing and remain in full force and effect indefinitely or for the period explicitly specified therein, and (ii) all of the representations and warranties made by Sellers andof the Parties contained in this Agreement, prior the Company Disclosure Letter (including any exhibit or schedule to the Closing, Company Disclosure Letter) and the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto other agreements and certificates contemplated hereby shall survive the Closing until and remain in full force and effect until, and shall expire on, the following dates (and claims based upon or arising out of such representations and warranties may be asserted at any time before but the “Indemnity Claim Periods”): in no event after) general, the date that is twelve eighteen (1218) months following the Closing Date; provided, however, (i) that the representations and warranties made by contained in Section 2.4 (Authority and Enforceability), Section 2.8(h) (Capital Structure), Section 2.16(a) and (e) (Compliance with Laws), Section 2.19 (Taxes), Section 3.2 (Corporate Authority and Enforceability), Section 3.9 (Issuance of Common Stock) and Section 3.12 (Tax Treatment), will remain operative and in full force and effect until, and shall expire on, the ninetieth (90th) day following the expiration of the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive statute of limitations (if later than the Closing until the later expiration of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate); provided, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of further, that the representations and warranties contained in Section 2.17 (Intellectual Property Rights) will remain operative and in full force and effect until, and shall expire on, the third (3rd) anniversary of the Closing Date; provided, further, no right to the extent provided herein shall not affect a party indemnification pursuant to Article VIII in respect of any claim that is made by such party in writing with reasonable detail in a writing received by the Indemnifying Party specificity prior to the expiration of the Indemnity Claim Period applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement to such claim shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made affected by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) expiration of such representations and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) warranties; and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, howeverfurther, that the expiration of such indemnification obligations the Indemnity Claim Period applicable to a claim shall not affect an the rights of any Acquiror Indemnified Party Person or Seller Company Indemnified Party (with respect Person under Article VIII or otherwise to their indemnification rights under Section 12.3(c)) in respect seek recovery of Indemnifiable Damages arising out of any claim made by such party in reasonable detail in a writing received by based on the Indemnifying Party fraud or Buyer, as applicable, prior to intentional misrepresentation until the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)statute of limitations.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies Seller and Buyer in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event afterbefore) the date that is twelve first anniversary of the Closing Date, except for (12i) months representations and warranties contained in Section 4.1 (Organization of Seller), Section 4.2.1 (Authority), Section 4.14 (Personal Property), Section 5.1 (Organization of Buyer), and Section 5.2.1 (Authority), each of which shall survive indefinitely, (ii) Section 4.8 (Environmental Matters), which shall survive for a period of three (3) years following the Closing Date; provided, howeverand (iii) Section 4.17 (Taxes) and Section 4.11 (Employee Benefits), (i) each of which shall serve until 90 days following the expiration of the applicable statute of limitations. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties agree that no claim may be brought based upon, directly or indirectly, any of the representations and warranties made by contained in this Agreement after the applicable Selling Parties Survival Period with respect to such representation or warranty. The covenants and agreements of the parties hereto in Section 4.3 and Section 6.3 hereof this Agreement shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no without any contractual limitation on the time within which notice period of survival (except to the extent, if any, that a claim based on fraud on specific survival period is otherwise expressly set forth herein in connection with the part of any party hereto may be madeapplicable covenant or agreement). The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party indemnifying party prior to the expiration of the applicable survival period Survival Period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination All of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The Company contained in this Agreement and all covenants and agreements of the parties Company contained in this Agreement that are to be performed in their entirety prior to the Closing shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 until, and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii)shall terminate on, Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from following the Closing date hereof (the “Expiration Date”); provided, however, that the expiration representations and warranties of the Company in Section 4.1 (Organization, Good Standing, Corporate Power and Qualification), Section 4.2 (Capitalization), Section 4.3 (Subsidiaries), Section 4.4 (Authorization), Section 4.5 (Valid Issuance of Company Shares), (the “Fundamental Representations”) shall survive (and any indemnification claims relating thereto may be made) until the third (3rd) anniversary of the date hereof. Except as set forth under Section 3.2 hereof, all representations and warranties of each Purchaser contained in this Agreement and all covenants and agreements of such indemnification obligations Purchaser contained in this Agreement that are to be performed in their entirety prior to the Closing shall not affect an Indemnified Party survive the Closing until, and shall terminate on, the third (3rd) anniversary of the date hereof. All covenants and agreements of the Company and each Purchaser contained in this Agreement that are to be performed in whole or Seller Indemnified Party in part after the Closing shall survive in accordance with their respective terms. Notwithstanding the foregoing or anything in this Agreement to the contrary, the representations and warranties of the Company contained in Sections 4.15 (solely with respect to their indemnification rights under Section 12.3(cTaxes), 4.19, 4.25, 4.26, 4.27 and 4.28 shall survive the execution and delivery of this Agreement until the sixth (6th) anniversary of the date hereof, and shall in respect no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)Purchaser.

Survival of Representations, Warranties, Covenants and Agreements. The Notwithstanding any right of Buyer and its Affiliates (whether or not exercised) to investigate the affairs of each Seller, the Company or any Subsidiary or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties made by Sellers andof the other party contained in this Agreement or the waiver of any provision hereof, each Seller and the Company on the one hand, and Buyer, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements of each Seller, the Company and Buyer contained in this Agreement will survive the Closing (a) until 60 calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to representations and warranties contained in Sections 3.1 (organization), 3.2 (capital stock), 3.11 (taxes), 3.14 (benefit plans), 3.23 (environmental) and 3.30 (disclosure) (to the extent it relates to the foregoing Sections) and 4.5 (taxes, and 4.7 (title to common stock)), (b) until the fifteen-month anniversary of the Closing Date with respect to all other representations and warranties and any covenant or agreement to the extent performed, in whole or in part, on or prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (iic) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than indefinitely with respect to obligations arising all remaining covenants and agreements, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a) or (b) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 9.22Article X on or prior to such termination date, which shall survive until the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s related claim for indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; providedhas been satisfied or otherwise resolved as provided in Article X, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (but only with respect to their indemnification rights under Section 12.3(c)) matters described in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party Claim Notice or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto contained herein shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is for twelve (12) months following after the Closing Date; provided, however, provided that: (i) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 3.01(a) (Existence), Section 3.01(b) (Authority), Section 3.01(g) (Brokers), Section 3.01(i)(i), Section 3.01(i)(ii), Section 3.01(i)(v), and Section 6.3 hereof 3.01(i)(ix) (Company and the Acquired Companies), Section 3.02(a) (Existence), Section 3.02(b) (Authority) and Section 3.02(h) (Brokers) (collectively, the “Fundamental Representations”) shall survive the Closing for five (5) years after the Closing Date; (ii) the representations and warranties in Section 3.01(k) (Taxes) shall survive the Closing until the later of thirty (x30) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to days after the expiration of the applicable survival period provided hereinTax statute of limitations. The covenants and agreements indemnity obligations of Seller pursuant to Section 6.01(b) shall survive until (A) as to item 1 in Schedule 6.01, any right of a counterparty of the parties contained Project Company to receive Delay Damages has expired or been terminated and (B) as to item 2 in Schedule 6.01, until the Tax Equity Guaranty has expired or been terminated and any claims thereunder are fully and finally resolved and no longer subject to appeal or rehearing. The other covenants, agreements and obligations in this Agreement to be performed shall survive until the Closing in perpetuitydate on which they have been fully performed. No claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that claims based upon or arising out that, if written notice for a claim of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made indemnification has been provided by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party pursuant to Section 6.04(a) on or prior to the date that is twelve (12) months following applicable survival expiration date, then the Closing. The obligation of the Indemnifying Parties’ indemnification obligations Party to indemnify the Indemnified Party pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than this Article 6 shall survive with respect to obligations arising under Section 9.22, which shall survive the Closing such claim until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that such claim is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The All covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out until fully performed. All of the Selling Parties’ covenants representations and warranties of Sellers contained in Sections 5.1, 5.2, 5.5, and 5.11 shall survive Closing hereunder and continue in full force and effect for one day beyond the applicable statute of limitations involving any obligation or liability arising thereunder, the representations and warranties of Sellers contained in Section 9.1 5.18 shall survive Closing hereunder and Section 9.2 hereof must be made by the Indemnified Parties continue in reasonable detail full force and effect for a period of three (3) years, and all other representations and warranties of Sellers under this Agreement shall survive Closing hereunder and continue in full force and effect for a writing received by the applicable Indemnifying Party prior to the date that is twelve period of eighteen (1218) calendar months following the Closingthereafter. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii)representations and warranties of Buyer contained in Sections 4.1, Section 12.2(b)(iii)4.2, Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which 4.5 shall survive the Closing until ten (10) days following hereunder and continue in full force and effect for one day beyond the final determination applicable statute of the Multiemployer Plan Liabilities limitations involving any obligation or liability arising thereunder, and all other representations and warranties of Buyer under Section 9.22) this Agreement shall survive Closing hereunder and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is continue in full force and effect for a period of eighteen (18) calendar months from thereafter. The obligation of any Party to indemnify another Party shall terminate when the Closing Date; providedapplicable representation or warranty terminates. Notwithstanding the foregoing, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party any representation or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) warranty in respect of any claim made by such party which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 if notice describing in reasonable detail in a writing received by the Indemnifying Party basis for any alleged inaccuracy or Buyer, as applicable, prior breach giving rise to such right or potential right of indemnity shall have been given to the expiration Party against whom such indemnity may be sought on or before 5:00 P.M., Chicago time, on the date on which such representation or warranty expires pursuant to this Section 8.1 (regardless of such eighteen (18) month period (or when the applicable period described above with Adverse Consequences in respect to obligations arising under Section 9.22 hereofthereof may actually be incurred).

Survival of Representations, Warranties, Covenants and Agreements. The Subject to the provisions of this Article VIII, the representations and warranties made by of the Sellers and, prior to contained in Article III and those of the Closing, the Companies Buyer contained in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto Article IV shall survive the Closing until (and claims based upon or arising out of any investigation by the Parties with respect to such representations and warranties may warranties) but shall terminate and be asserted at any time before but in of no event afterfurther force or effect on the second (2nd) the date that is twelve (12) months following anniversary of the Closing Date; provided, howeverDate and no claims shall be made by any Indemnified Party (as hereinafter defined) under this Article VIII thereafter. Notwithstanding the foregoing, (ia) any such representation or warranty as to which a claim relating thereto is asserted in writing (which states with specificity the basis therefor) in accordance with Section 8.3 during such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending full and final resolution of such claim, (b) the representations and warranties made by of the applicable Selling Parties Sellers set forth in Section 4.3 3.3(b) and Section 6.3 hereof 3.18 and the representations and warranties of Buyer set forth in Section 4.5 and Section 4.6 shall survive forever, (c) the representations and warranties of the Sellers set forth in Sections 3.8, 3.14 and 3.15 and the covenants of the Sellers and Buyer set forth in Section 6.2 shall survive until the expiration of the relevant statutory period of limitations applicable to the underlying claims (provided, however, that neither the Buyer nor the Company may extend such period by giving any waiver or agreeing to any extension thereof without the express prior written consent of the Sellers), (d) each covenant and agreement in this Article VIII shall survive the Closing until and shall remain in full force and effect with respect to any claim made with respect to any representation, warranty, covenant or agreement contained in this Agreement during the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Conditionsurvival period thereof for such period as is necessary to fully and finally resolve any such claim but with respect only to such claim, and (iie) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The remaining covenants and agreements of the parties Parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of extent provided in such indemnification obligations shall not affect an Indemnified Party covenant or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)agreement.

Survival of Representations, Warranties, Covenants and Agreements. The representations Acquirer shall have the right to rely fully upon the representations, warranties, covenants and warranties made by Sellers and, prior to agreements of the Closing, the Companies Company contained in this Agreement or any certificate delivered closing certificates. The representations, warranties, covenants and agreements contained in this Agreement or any closing certificates shall not be affected by Sellers (orany investigation conducted for or on behalf of Acquirer with respect thereto or any knowledge acquired by Acquirer or its officers, prior directors, employees or agents as to the Closingaccuracy or inaccuracy of any such representation or warranty. Except for this Article 6 (which shall survive until the payment in full of all indemnification claims properly and timely made pursuant to the terms of this Article 6) all of the representations, warranties, covenants and agreements of the Companies) Company contained in this Agreement, any closing certificates or in any instrument delivered pursuant hereto to this Agreement shall survive the Closing until (Merger and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) continue for eighteen (18) months following (or shall survive until the earlier of: (i) forty-eight (48) months after the Closing Date; or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements statute of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than limitations with respect to obligations arising under Section 9.22the representations and warranties set forth in Sections 2.10, 2.22, and 2.26) following the Closing Date, which shall survive period is generally intended to modify the Closing until ten (10) days following the final determination statute of the Multiemployer Plan Liabilities under Section 9.22) limitations applicable to claims related thereto and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is all claims with respect thereto must be brought within such eighteen (18) month (or shall survive until the earlier of: (i) forty-eight (48) months from after the Closing Date; or (ii) the expiration of the applicable statute of limitations with respect to the representations and warranties set forth in Sections 2.10, 2.22, and 2.26) period; provided, however, that no statute of limitations shall apply to the expiration representations and warranties set forth in Section 2.3 and in no event shall the applicable statute of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (limitations be altered with respect to their indemnification rights under Section 12.3(c)) in respect claims based on fraud, willful misconduct, or willful misrepresentation and any claims made thereunder may be made at any time during the respectively applicable statute of any claim made by such party in reasonable detail in a writing received by limitations. All of the Indemnifying Party or Buyerrepresentations, as applicable, prior to warranties and covenants of Acquirer and Merger Sub shall expire upon the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)Closing.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andIf the Merger is consummated, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination all of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Company contained in ARTICLE II of this Agreement and of Acquiror and Sub in ARTICLE III of this Agreement shall survive the Closing and remain in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 full force and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is effect until twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive after the Closing until ten Date (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date“Survival Period”); provided, however, that the expiration representations and warranties made pursuant to Section 2.1 (Organization, Standing and Power), Section 2.2 (No Subsidiaries), Section 2.3 (Authority and Enforceability), Section 2.7 (Capital Structure), Section 2.11 (Title to Property; Encumbrances), Section 2.15 (Intellectual Property), Section 2.17 (Taxes), Section 2.18 (Employee Benefit Plans and Employee Matters), and Section 2.26 (Finders’ Fees) (the “Fundamental Representations”) shall survive the Closing and remain in full force and effect indefinitely or until the termination of such indemnification obligations the applicable statute of limitations. Notwithstanding the foregoing, any representation and warranty made fraudulently shall not affect an Indemnified Party or Seller Indemnified Party be subject to any such contractual expiration. If the Merger is consummated, all covenants and agreements of the parties (with respect to their indemnification rights under Section 12.3(c)) including the covenants and agreements set forth in respect ARTICLE IV and ARTICLE V, and, for the avoidance of any claim made by such party doubt, excluding, for the purposes of this sentence only, the representations and warranties set forth in reasonable detail in a writing received ARTICLE II, the survival of which is governed by the Indemnifying Party prior sentence) shall survive the Closing and remain in full force and effect thereafter, other than covenants and agreements that expire by their terms or Buyer, as applicable, prior to have no application after the expiration of such eighteen Merger is consummated (18) month period (or except that any breaches thereof shall survive for the applicable period described above with respect statute of limitations). The parties acknowledge that the time periods set forth in this ARTICLE VIII and elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the result of arms’-length negotiation between the parties and that they intend for the time periods to obligations arising under Section 9.22 hereof)be enforced as agreed by the parties.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andAll representations, prior to the Closingwarranties, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out execution and delivery of the Selling Parties’ covenants in Section 9.1 this Agreement and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant All such representations and warranties shall thereafter terminate and expire on **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** except that the representations and warranties as to title contained in Section 12.2(a)(iii)4.15 and the representations and warranties contained in Sections 4.01, 4.02, 4.14, 4.16, 5.01 and 5.02 shall survive and remain operative and in full force and effect for **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** and the representations and warranties as to title contained in Section 12.2(b)(iii)4.10 shall survive until **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**, Section 12.3(a) in all events regardless of any investigation made by or on behalf of any Party hereto. All covenants and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which agreements of the Parties shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22unless any such covenant or agreement by its express terms in this Agreement does not so survive) and Buyer’s indemnification obligations pursuant are subject to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; providedall applicable statutes of limitation, howeversimilar statutes and other similar defenses provided by law or equity, it being understood that the expiration of such indemnification Parties' obligations shall not affect an Indemnified Party or Seller Indemnified Party (to indemnify with respect to their indemnification rights under Section 12.3(c)) in respect Excluded Liabilities and Assumed Liabilities will survive for the statute of any claim made by limitations applicable to such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)liability.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Notwithstanding any right of Purchaser (whether or not exercised) to investigate the Closing, the Companies in this Agreement Business or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part right of any party hereto may be made. The termination (whether or not exercised) to investigate the accuracy of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The other party contained in this Agreement, Sellers and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the parties other contained in this Agreement. The representations, warranties, covenants and agreements of Sellers and Purchaser contained in this Agreement shall survive the Closing (a) for a period of two years following the New York Closing Date, except for the noncompetition provisions of Section 4.9 which shall be for three years following the New York Closing Date with respect to (i) the representations and warranties contained in perpetuity; provided that claims based upon Articles II and III, and (ii) the covenants and agreements contained in Sections 1.10, Articles IV and V,14.6, Article VIII and (insofar as they relate to ERISA or arising out the Code) and Article IX, (b) until 24 months in the case of the Selling Parties’ covenants all other representations and warranties and any covenant or agreement to be performed in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties whole or in reasonable detail in a writing received by the applicable Indemnifying Party part on or prior to the date that is twelve Closing, or (12c) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22each other covenant or agreement contained in this Agreement, which shall survive the Closing until ten (10) 60 days following the final determination last date on which such covenant or agreement is to be performed or, if no such date is specified, for a period of two years following the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the New York Closing Date; provided, however, that the expiration of such indemnification obligations any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a), (b) or (c) above shall not affect an Indemnified Party continue to survive if a Claim Notice or Seller Indemnified Party Indemnity Notice (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, ) shall have been timely given under Article XI on or prior to such termination date, until the expiration of such eighteen (18) month period (related claim for indemnification has been satisfied or the applicable period described above with respect to obligations arising under Section 9.22 hereof)otherwise resolved as provided in Article XI.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties made by of the Sellers and, prior to and the Closing, Buyer and the Companies Buyer Designees contained in this Agreement or in any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant schedules or certificates hereto shall survive the Closing until and continue in full force and effect for a period of one (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after1) the date that is twelve (12) months year following the Closing Date; provided, however, (i) that notwithstanding the representations foregoing, the Fundamental Company Representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof Fundamental Buyer Representations shall survive the Closing until the later and continue in full force and effect for a period of five (x5) eighteen (18) months years following the Closing Date.(b) Any covenant or (y) the satisfaction agreement of the Holdback ConditionSellers, the Buyers or the Buyer Designees contained in this Agreement, the Local Transfer Agreements, the Bills of Sale, the Assignment and Assumption Agreement, Patent Assignment Agreement or the Trademark Assignment Agreement, in each case, including the schedules thereto that, by its terms, contemplates performance at or prior to the Closing (a "Pre-Closing Covenant") shall survive the Closing and terminate on the one (1) year anniversary of the Closing Date. Any covenant or agreement of the Company or the Buyer contained in this Agreement to be performed, in whole or in part, after the Closing Date (a "Post-Closing Covenant") shall survive the Closing in accordance with its terms (any such period, and the periods set forth in the preceding sentence of this Section 10.1(b) and in Section 10.1(a), each a "Survival Period").(c) If, in accordance with this Article X, any Indemnification Claims arising in connection with (i) a breach of a representation or warranty contained in this Agreement or any schedule or certificate hereto, (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of breach or failure to comply with any party hereto may be made. The termination of the representations and warranties Pre-Closing Covenant or (iii) a breach or failure to the extent provided herein shall not affect a party in respect of comply with any claim made by such party in reasonable detail in a writing received by the Indemnifying Party Post-Closing Covenant are asserted prior to the expiration of the applicable survival period provided herein. The covenants and agreements Survival Period of the parties contained in this Agreement shall such representation, warranty or covenant, such Indemnification Claims will continue to survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination amount of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire recoverable Losses are determined by final agreement, settlement, judgment or award binding on the date that is eighteen (18) months from Company and the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (Buyer in accordance with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).this Article X.10.2

Survival of Representations, Warranties, Covenants and Agreements. The representations All representations, warranties, covenants and warranties agreements made by Sellers and, prior any Party to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall will survive the Closing until (and claims based upon or arising out for a period of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) 27 months following the Closing Date; provided, however, (i) the representations and warranties any investigation at any time made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction on behalf of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying other Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon before or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following after the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that (i) there will be no expiration date for any Claims and Damages relating to a Breach of or inaccuracy in the expiration representations and warranties contained in sub-section (i) of such indemnification obligations the first sentence of Section 2.10 (Title to Assets) and Section 3.4 (Valid Issuance of Shares); (ii) the representations and warranties of the Seller Responsible Parties contained in Sections 2.19 (Environmental Matters), 2.20 (Employee Benefit Matters) and 2.25 (Taxes) shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect survive for the duration of any claim made applicable statute of limitations, the duration of any suspension, waiver or extension thereof, and for sixty (60) days thereafter and (iii) the obligations of the Buyer to pay the Purchase Price, including all amounts payable under Promissory Note A, Promissory Note B and Promissory Note C, and the obligations of ForeFront Group and ForeFront Holdings pursuant to the Guaranty Agreements shall survive until all amounts due thereunder have been satisfied. No investigation by such party or knowledge of Buyer or its representatives will affect in reasonable detail any manner the representations, warranties, covenants or agreements of Sellers set forth in a writing received this Agreement (or in any document to be delivered in connection with the consummation of the transactions contemplated by the Indemnifying Party this Agreement) or Buyer’s right to rely thereon, as applicableand such representations, prior to the expiration of warranties and covenants will survive any such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)investigation.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closingprovisions of this ARTICLE IX, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionCompany and the Sellers contained in ARTICLE III and ARTICLE IV and those of the Buyer contained in ARTICLE V, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Parties contained in this Agreement shall survive the Closing but shall terminate and be of no further force or effect on August 31, 2015, provided, however, that (a) the representations and warranties set forth in perpetuitySection 3.1 [Organization and Authority], Section 3.2 [Authorization; provided that claims based upon or arising out Enforceability], Section 3.3(a) [Capitalization], Section 3.3(b) [Capitalization of other GMS Entities], Section 3.18 [Brokers], Section 4.1 [Authorization; Enforceability], Section 4.2 [Share Ownership], Section 5.1 [Organization], Section 5.2 [Authorization; Enforceability], and Section 5.5 [Brokers] (collectively, the “Fundamental Representations”) shall survive until the expiration of the Selling Parties’ applicable statute of limitations, and (c) the covenants of Sellers and Buyer set forth in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to 6.9 [Tax Matters] shall survive until the date that is twelve sixty (1260) months following days after the Closing. The Indemnifying Parties’ indemnification obligations pursuant expiration of the relevant statutory period of limitations applicable to Section 12.2(a)(iii)the underlying claims, Section 12.2(b)(iii), Section 12.3(a(d) the covenants and Section 12.3(b) hereof agreements of the Parties contained in ARTICLE VI of this Agreement (other than with respect to obligations arising under Section 9.22, which 6.9) shall survive the Closing until ten the last day on which such covenant or agreement is to be performed, provided that Section 6.5 shall survive Closing for no less than six (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (186) months from after the Closing Date; provided, howeverand (e) each covenant and agreement in this ARTICLE IX shall survive for such period as is necessary to resolve any claim properly made within the applicable time period set forth in this Section 9.1. No claims may be made by any Indemnified Party under this ARTICLE IX following the applicable survival period set forth in this Section 9.1. Notwithstanding the foregoing, that any representation, warranty or covenant as to which a claim relating thereto is asserted in writing (which states with reasonable specificity the expiration basis therefor) in accordance with Section 9.3 during such applicable survival period shall, with respect only to such claim, continue in force and effect beyond such survival period until the resolution of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)claim.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior Subject to the Closingprovisions of this Article VIII, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties of USF contained in Section 4.3 Article III and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction those of the Holdback Condition, Buyer contained in Article IV and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon (and any investigation by the Parties with respect to such representations and warranties) but shall terminate and be of no further force or arising out effect on the second anniversary of the Selling Parties’ covenants in Section 9.1 Closing Date and Section 9.2 hereof must no claims shall be made by any Indemnified Party (as hereinafter defined) under this Section 8.1 thereafter. Notwithstanding the Indemnified Parties foregoing, (a) any such representation or warranty as to which a claim relating thereto is asserted in reasonable detail writing (which states with specificity the basis therefor) in a writing received by accordance with Section 8.3 during such survival period shall, with respect only to such claim, continue in force and effect beyond such survival period pending resolution of such claim, (b) the representations and warranties of USF set forth in Section 3.3(c) shall survive forever, (c) the representations and warranties of USF set forth in Section 3.7, Section 3.13(k) and the covenants of USF and Buyer set forth in Section 6.2 shall survive until the expiration of the relevant statutory period of limitations applicable Indemnifying Party prior to the date that is twelve underlying claims, (12d) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) covenants and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which agreements in this Article VIII shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant shall remain in full force and effect for such period as is necessary to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (resolve any claim made with respect to their indemnification rights under Section 12.3(c)any representation, warranty, covenant or agreement contained in this Agreement during the survival period thereof, and (e) the remaining covenants and agreements of the Parties contained in respect Article VI of this Agreement shall survive the Closing without any claim made by such party in reasonable detail in a writing received by contractual limitation on the Indemnifying Party or Buyer, as applicable, prior to the expiration period of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)survival.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andSeller, prior to the Closing, the Companies Parent and Buyer in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event afterbefore) the date that is earlier of (a) the twelve (12) months following 12)-month anniversary of the Closing DateDate or (b) December 30, 2011; provided, however, provided that (i) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 Sections 4.1, 4.2(a), 4.3, 4.19, 5.1, 5.2 and Section 6.3 hereof 5.8 shall survive the Closing until the later six (6)-year anniversary of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback ConditionDate, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties contained in Section 4.16(a) shall survive until the sixth anniversary of the Closing Date and (iii) the representations and warranties contained Section 4.16 (other than Section 4.16(a) shall survive until the third anniversary of the Closing Date (with respect to any given representation and warranty, the extent “Survival Period”). The expiration of the Survival Period with respect to a given representation and warranty provided herein shall not affect a party in respect of any claim made asserted by such party in reasonable detail in a writing received by the Indemnifying Party (as defined in Section 9.5 hereof) prior to the expiration of the applicable survival period Survival Period provided hereinherein with respect to such representation and warranty. The All covenants and agreements of contained herein that by their terms contemplate actions or impose obligations following the parties contained in this Agreement Closing shall survive the Closing and remain in perpetuity; provided full force and effect in accordance with their terms, provided, that claims based upon or arising out the covenants of Seller set forth (i) in Section 6.17 shall survive for a period of three (3) months following the expiration of the Selling Parties’ covenants noncompetition or nonsolicitation period provided therein, as applicable, and (ii) in Section 9.1 9.3 and Section 9.2 hereof must be made 6.12 shall remain in full force and effect until the third anniversary of the Closing Date except with respect to Liability for state and local gaming Taxes for which such sections shall remain in full force and effect until the fourth anniversary of the Closing Date, except in each case with respect to unperformed obligations arising from a claim asserted in good faith by the Indemnified Parties Parent and Buyer in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration end of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)period.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to of the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto Parties contained herein shall survive the Closing until (and claims based upon or arising out Date for a period of such representations and warranties may be asserted at any time before but in no event after) [**] following the date that is twelve (12) months following the Closing Datethereof; provided, however, that (i) the representations and warranties made by of Sellers contained in Sections 2.1(b) (Authority), 2.2 (Right and Title to Subject Shares, Norte Shares and Minority Norte Shares), 3.1(a) (Organization and Qualification) and 3.2 (Equity Interests; Capitalization) shall survive the applicable Selling Parties Closing indefinitely, (ii) the representations and warranties of Purchaser contained in Sections 4.2(a) (Authority) shall survive the Closing indefinitely, (iii) the representations and warranties of Sellers contained in Section 4.3 3.11 (Environmental Matters) shall survive the Closing for a period of [**] following the date hereof, and (iv) the representations and warranties of Sellers contained in Section 6.3 hereof 3.5 (Taxes), shall survive the Closing until [**] (taking into account any extensions or waivers thereof) which for the later purpose of (x) eighteen (18) months following this Agreement shall commence upon the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be madeDate. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The All covenants and agreements of the parties contained in this Agreement shall survive that contemplate or provide for any rights, obligations or actions of any Party after the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days they are fully performed or terminated in accordance with their terms. No claim or cause of action for indemnification under Article VIII arising out of the inaccuracy or breach of any representation or warranty of Sellers or Purchaser may be made following the final determination termination of the Multiemployer Plan Liabilities applicable survival period; it being understood that in the event notice of any claim for indemnification under Section 9.22) 8.1 or Section 8.3 shall have been given within the applicable survival period, the representations and Buyer’s warranties that are the subject of such indemnification obligations pursuant to Section 12.3(c) hereof claim shall expire on the date that survive until such time as such claim is eighteen (18) months from finally resolved. The Parties agree that, after the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of Sellers and Purchaser, any claim made by such party or cause of action against any of the Parties, or any of their respective directors, officers, employees, Affiliates, successors, permitted assigns, advisors, agents, or representatives based upon, directly or indirectly, any of the representations, warranties, covenants or agreements contained in reasonable detail this Agreement, or any other agreement, document or instrument to be executed and delivered in a writing received by the Indemnifying Party or Buyer, connection with this Agreement may be brought only as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)expressly provided in Article VIII.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto contained herein shall survive the Closing and shall remain in full force and effect until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from after the Closing Date; provided, however, that (a) the representations and warranties contained in Sections 2.1 (Organization), 2.2(a) (Authority), 2.2(b)(i) (No Conflict), 2.3 (other than the last sentence of Section 2.3(a) (Capitalization)), 2.19 (Brokers) and 8.19(b) (the “Seller Fundamental Representations”), and in Sections 3.1 (Organization), 3.2(a) (Authority), 3.2(b)(i) (No Conflict), 3.3 (Brokers) and 8.20(b) (the “Buyer Fundamental Representations”), shall survive the Closing until the expiration of the applicable statute of limitations plus sixty (60) days (taking into account any waivers or extensions thereof), (b) the representations and warranties contained in Section 2.5 (Taxes) shall survive the Closing for a period of six (6) years from the Closing Date and (c) the representations and warranties contained in Section 2.10 (Environmental) shall survive for a period of three (3) years from the Closing Date. Other than those covenants or agreements of the parties contained herein which by their terms apply, or are to be performed in whole or in part, after the Closing (which such covenants or agreements will survive the Closing for the period specified herein, or if not specified herein, until the expiration of the applicable statute of limitations plus sixty (60) days (taking into account any waivers or extensions thereof), the obligations of the parties hereto under covenants and agreements contained herein that are contemplated to be performed at or prior to the Closing shall survive the Closing for a period of twelve (12) months from and after the Closing Date. The period of time that a representation or warranty or covenant survives the Closing pursuant to this Section 7.1 shall be the “Survival Period” for such representation or warranty or covenant. The parties intend for this Section 7.1 to alter the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 7.1, no claim may be brought pursuant to a claim for indemnification obligations pursuant to Sections 7.2(a) or 7.2(b) based upon any of the representations and warranties or covenants contained in this Agreement after the Survival Period with respect to such representation and warranty or covenant. The termination of the representations and warranties and covenants provided herein shall not affect an Indemnified Party or Seller Indemnified Party a party (with respect to their indemnification rights under Section 12.3(c)i) in respect of any claim made by such party in reasonable detail in a writing received by the an 58 Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with Survival Period provided herein, or (ii) in respect to obligations arising under Section 9.22 hereof)of any claim grounded in fraud.

Survival of Representations, Warranties, Covenants and Agreements. The (i) All representations and warranties of the Sellers and the Company contained in Article 4 of this Agreement will survive the Closing Date for the duration of the applicable Representation Survival Period; except that the representations and warranties in Section 4.1 (Organization and Authority of the Company and Each Newly Granted Permittee to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4 (Title) and Section 4.30 (No Brokers) (collectively, the “Seller Fundamental Representations”) will survive the Closing Date indefinitely, and the representations and warranties made in Section 4.9 (Taxes) and Section 4.16 (Employee Benefit Plans) (collectively, the “Tax and ERISA Representations” and together with the Seller Fundamental Representations, the “Seller Excluded Representations”) will survive the Closing Date until sixty (60) days following the expiration of all applicable statute of limitations (giving effect to any waiver, or extension thereof). Any claim made by Buyer for a breach of a representation or warranty by the Sellers and, or the Company contained in Article 4 of this Agreement must be delivered in writing by Buyer to Sellers’ Representative prior to the Closing, the Companies applicable expiration date set forth in this Agreement or any certificate delivered Section 9.1(a)(i). Any claim made by Sellers (or, prior to Buyer based on fraud in the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out giving of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall will survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be madeindefinitely. The termination All of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of Sellers or the parties Company contained in this Agreement shall will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Buyer or its Representatives. All covenants and agreements made by the Sellers or the Company contained in this Agreement (including the obligation of the Sellers to convey the Company Interests to Buyer pursuant to Section 2.1, if required, the obligations of the Other Interest Holders to convey the Permittee Interests to the Company pursuant to Section 2.1, if required, and the indemnification obligations of the Sellers set forth in this Section 9.1) will survive the Closing in perpetuity; provided that claims based upon Date until fully performed or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)discharged.

Survival of Representations, Warranties, Covenants and Agreements. The representations Each party hereto shall have the right to rely fully upon the representations, warranties, covenants and warranties made by Sellers and, prior to agreements of the Closing, the Companies other parties hereto contained in this Agreement or and in any certificate delivered by Sellers any other party hereto at the Closing without regard to investigation or knowledge (orexcept as set forth in the Disclosure Letter). If the Merger is consummated, prior subject to the Closingterms, the Companies) pursuant hereto shall survive the Closing until (conditions and claims based upon or arising out limitations of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; providedthis Article VIII, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination all of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Company contained in this Agreement and the Company Closing Certificate shall survive the Closing and remain in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 full force and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to effect until the date that is twelve the twenty-four (1224) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive month anniversary of the Closing until ten Date (10and shall have no further force or effect thereafter and any related rights to indemnification in this Article VIII shall terminate) days following (the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date“Holdback Period”); provided, however, that the representations and warranties of the Company contained in Section 2.1 (Organization, Standing and Power), Section 2.4 (Authority and Enforceability), Section 2.5 (Non-Contravention) (other than clause (ii) of Section 2.5(b)), Section 2.6 (Consents; Approvals; Permits), Section 2.8 (Capital Structure), Section 2.19 (Taxes), Section 2.28 (Finders’ Fees; Transaction Expenses), and in the Company Closing Certificate regarding any matter set forth in such sections of this Agreement pursuant to any provision of this Agreement (the “Fundamental Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement (except as set forth in the Disclosure Letter), until the expiration of such the applicable statute of limitations plus a period of thirty (30) days, or if no statute of limitations is applicable, for ten (10) years (and shall have no further force or effect thereafter and any related rights to indemnification obligations in this Article VIII shall not affect an Indemnified Party terminate); provided, further, that the representations and warranties set forth in Section 2.17 (Intellectual Property) (the “IP Representations”), will remain operative and in full force and effect, regardless of any investigation or Seller Indemnified Party disclosure made by or on behalf of any of the parties to this Agreement (with respect except as set forth in the Disclosure Letter), until the date that is the thirty-six (36) month anniversary of the Closing Date (and shall have no further force or effect thereafter and any related rights to their indemnification rights under Section 12.3(cin this Article VIII shall terminate)) . No right to indemnification pursuant to Article VIII in respect of any claim made by such party that is set forth in reasonable detail an Officer’s Certificate delivered to the Company Holders’ Agent in a writing received by the Indemnifying Party or Buyer, as applicable, good faith prior to the expiration of the Holdback Period or applicable survival period hereunder, as appropriate, shall be affected by the expiration of such eighteen representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Damages arising out of any fraud by the Company. If the Merger is consummated, the representations and warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, subject to the terms, conditions and limitations of this Article VIII, all other covenants and agreements of the parties (18including the covenants and agreements set forth in Article IV and Article V and the matters specified in Section 8.2(a)(iv)-(xiv)) month shall survive until the tenth anniversary of the Closing or for the period explicitly specified therein (and shall have no further force or effect thereafter and any related rights to indemnification in this Article VIII shall terminate); provided, however, that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant or agreement shall be affected by the expiration of such covenant; provided, further, that the Indemnified Persons’ right to indemnification for Company Holder Taxes will remain operative and in full force and effect until the expiration of the applicable statute of limitations plus a period described above with respect of thirty (30) days (and shall have no further force or effect thereafter and any related rights to obligations arising under Section 9.22 hereofindemnification in this Article VIII shall terminate).

Survival of Representations, Warranties, Covenants and Agreements. The (i) All representations and warranties of Sellers and the Company contained in this Agreement will survive the Closing Date for the duration of the applicable Representation Survival Period; except that the representations and warranties in Section 4.1 (Organization and Authority of the Company to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4 (Title) and Section 4.30 (No Brokers) (collectively, the “Seller Fundamental Representations”) will survive the Closing indefinitely and the representations and warranties made by Sellers andin Section 4.9 (Taxes), prior to the ClosingSection 4.16 (Employee Benefit Plans) (collectively, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to “Tax and ERISA Representations” and together with the ClosingSeller Fundamental Representations, the Companies“Seller Excluded Representations”) pursuant hereto shall will survive the Closing until sixty (60) days following the expiration of all applicable statute of limitations (giving effect to any waiver, or extension thereof). Any claim made by Buyer for a breached representation or warranty of Sellers or the Company contained in this Agreement must be initiated by Buyer or the SPAC prior to the above-referenced expiration date. Any written claim for breach of representation and claims warranty delivered prior to the above-referenced applicable expiration date to the Party against whom such indemnification is sought will survive thereafter and, as to any such claim, such expiration, if any, will not affect the rights to indemnification under this Article 9 of the Party making such claim. Any claim made by Buyer or the SPAC based upon or arising out on Fraud in the giving of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall will survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be madeindefinitely. The termination All of the representations and warranties to of Sellers or the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Company contained in this Agreement shall will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Buyer, the SPAC or their Representatives. All covenants and agreements made by Sellers or the Acquired Companies contained in this Agreement (including the obligation of Sellers to convey the Company Interests to Buyer pursuant to Section 2.1, if required, and the indemnification obligations of Sellers set forth in this Section 9.1) will survive the Closing in perpetuity; provided that claims based upon Date until fully performed or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)discharged.

Survival of Representations, Warranties, Covenants and Agreements. The Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Sellers and, prior to the Closing, the Companies Seller and Buyer in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event afterbefore) the date that is twelve fifteen (1215) months following month anniversary of the Closing Date; provided, however, that (ia) each of the Fundamental Representations shall survive the Closing indefinitely, (b) the representations and warranties made by contained in Section 4.17 (Environmental Matters) shall survive until the date that is three (3) years immediately following the Closing Date, (c) the representations and warranties contained in Sections 4.13(a), 4.13(b) and 4.13(c) (Benefit Plans) shall survive until the date that is five (5) years immediately following the Closing Date, and (d) the representations and warranties contained in Section 4.11 (Taxes) shall survive until ninety (90) days following the expiration of the applicable Selling statute of limitations. Any covenants and agreements in this Agreement that by their terms are to be performed only during the pre-Closing period, including those in Section 6.1, shall terminate on the fifteen (15) month anniversary of the Closing Date. The other covenants and agreements of the Parties in Section 4.3 and Section 6.3 hereof this Agreement shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no without any contractual limitation on the period of survival (except to the extent, if any, that a period is otherwise expressly set forth in such covenant or agreement or herein in connection with the applicable covenant or agreement). The period of time within which notice a representation or warranty or covenant or agreement survives the Closing pursuant to this Section 9.1 shall be the applicable “Survival Period” with respect to such representation or warranty or covenant or agreement. The obligation to indemnify pursuant to Section 9.2 shall terminate upon expiration of the applicable Survival Period, unless an Indemnified Party shall have made a claim based on fraud on for indemnification pursuant to this Article IX prior to the part expiration of any party hereto may be madethe applicable Survival Period. The termination of the applicable Survival Period for the representations and warranties to the extent or a covenant or agreement provided herein shall not affect a party in respect of any Party’s indemnification claim if such Party has made by such party claim in reasonable detail in a writing and such written claim is received by the Indemnifying Party prior to the expiration of the applicable survival period provided hereinSurvival Period. The covenants and agreements No claim may be brought based upon, directly or indirectly, any of the parties representations and warranties or a covenant or agreement contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by after the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than Survival Period with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party representation or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party warranty or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (covenant or the applicable period described above with respect to obligations arising under Section 9.22 hereof)agreement has expired.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andincluded or provided for (x) in Sections 3.5 through 3.11, prior and Sections 3.16 (except for the last sentence of Section 3.16 (Property and Leases) referred to the Closingin (bb) below) through Section 3.20, the Companies in this Agreement or any certificate delivered by Sellers (orSection 4.2 and Sections 4.4, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (4.6 and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof 4.8 herein shall survive the Closing until the later of (x) eighteen (18) months 120th day following the Closing or end of the first full calendar year after the Closing, (y) the satisfaction of the Holdback Condition, and in Section 3.12 (iiTax Matters) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by survive the Indemnifying Party prior to Closing until the expiration of the applicable statute of limitations (including any waivers or extensions thereof) with respect to such matters and shall expire at such time,(z) in Sections 3.13 (Labor Matters), 3.14 (Employee Benefits) and 3.15 (Environmental Matters) shall survive the Closing until the fourth anniversary of the Closing Date and shall expire at such time, (aa) in Sections 3.1 (Organization and Authority of Seller), 3.2 (Organization and Qualification of the Companies), 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies), 3.21 (Brokers and Finders), 3.22 (No Other Representations and Warranties), 4.1 (Organization and Authority of Buyer), 4.3 (Brokers and Finders), 4.5 (Securities Act), 4.7 (Investigation by Buyer) and 4.9 (No Other Representations and Warranties) shall have no expiration date and (bb) in the last sentence of Section 3.16 (Property and Leases) shall survive the Closing until the 180th day following the Closing. In the event that any Claim Notice or any other written notice of a claim shall be given hereunder within the applicable survival period provided hereinperiod, the representations and warranties that are the subject of such indemnity claim shall survive until such claim is finally resolved. The covenants and other agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon until the date or arising out dates specified therein or the expiration of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve statute of limitations (12including any waivers or extensions thereof) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22such matters, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that whichever is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (later. Except with respect to their indemnification rights the representations and warranties contained in Sections 3.21 (Brokers and Finders), 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies; Minority Interests), 3.5(e) (Financial Statements - Metrocom), 3.12 (Tax Matters) and 3.20 (Ability to Conduct Business), in no event shall Seller be liable to Buyer for any breach of the representations or warranties included or provided for herein or in any other document delivered pursuant to this Agreement, unless and until all claims for which Losses are recoverable by Buyer exceed $25,500,000 (twenty five million five hundred thousand dollars) (the "Deductible") and Seller shall be liable only for the amount by which all such recoverable Losses exceed the Deductible. In addition, (x) except for breaches of (1) Sections 3.3 (Capitalization of the Companies), 3.4 (Subsidiaries of the Companies), 3.5(e) (Financial Statements - Metrocom), and 3.21 (Brokers and Finders), (2) breaches of covenants and indemnities outside this Article IX and (3) the special indemnity under Section 12.3(cclauses 9.3(a)(ii), 9.3(a)(iii), 9.3(a)(iv) and 9.3(a)(v) for which there shall be no limit, any payments under this Article IX by Seller to Buyer for Losses shall not exceed in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to aggregate $637,500,000 (six hundred thirty seven million five hundred thousand dollars) (the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof"Limit").

Survival of Representations, Warranties, Covenants and Agreements. The Notwithstanding any right of Cimatron or the Company (whether or not exercised) to investigate the affairs of Cimatron or the Company (whether pursuant to Section 7.1 or otherwise) or a waiver or non-assertion by Cimatron or the Company of any condition to Closing set forth in ARTICLE 8 or any termination right set forth in ARTICLE 10, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement, the Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith. All of the representations and warranties made by Sellers andof the Company, prior to the ClosingXxxxx and Buyers contained in this Agreement, the Companies Ancillary Agreements and the certificates and instruments delivered in connection herewith or therewith shall survive the Merger and continue until 11:59 p.m. California time on the day which is eighteen (18) months after the date on which the Effective Time occurs (the “Expiration Date”), provided however, that (all of the following collectively, the “Excluded Representations”) (a) the Company’s representations and warranties contained in Section 4.17 (Intellectual Property) shall survive the Merger and continue until 11:59 p.m. California time on the day which is twenty four (24) months after the date on which the Effective Time occurs, and (b) Xxxxx’ representations and warranties contained in ARTICLE 3, the Company’s representations and warranties contained in Sections 4.2 (Authority Relative to this Agreement), 4.3 (Capital Stock), 4.11 (Taxes), and 4.26 (Brokers; Third Party Expenses), and Buyers’ representations and warranties contained in Section 5.2 (Authority Relative to this Agreement) and Section 5.5 (Brokers) will survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing Date until the earlier of all applicable statutes of limitation (including any extensions thereof) plus 60 days have expired or ten (10) years from the date hereof and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any breach of such representations and warranties. Nothing in this Section 9.1 or any other provision of this Agreement shall be construed to limit the survival of any covenant or agreement of the Company, Cimatron or any other Person contained in this Agreement or any certificate delivered by Sellers of the Ancillary Agreements, which shall survive the Merger and continue for the time periods set forth therein (or, prior to the Closingif no time period is set forth therein, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; providedindefinitely), however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The other than covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must which by their terms are to be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party wholly performed prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22Effective Time, which covenants and agreements shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire 11:59 p.m. California time on the date that is eighteen (18) months from the Closing Expiration Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

Survival of Representations, Warranties, Covenants and Agreements. The representations All representations, warranties, covenants and warranties made by Sellers and, prior to the Closingagreements set forth in this Agreement, the Companies other Transaction Documents or in any certificate delivered in connection with this Agreement or any certificate delivered the transactions contemplated by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuityDate. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(c)(i) unless written notice of a claim thereof (a “Claim”) is delivered to the other Party no later than the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” means the date of expiration of the Holdback Period; provided that claims based upon or arising out the Applicable Limitation Date shall be (x) the date of expiration of the Selling Parties’ covenants applicable statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) with respect to the following Losses: (i) with respect to any Loss arising from or related to a breach of the representations and warranties of the Company and the Equityholders set forth in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve 3.2 (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iiiOrganization; Corporate Power; Capitalization), Section 12.2(b)(iii3.3 (Authorization of Transactions), Section 12.3(a3.12 (Intellectual Property) and Section 12.3(b3.23 (Environmental Matters), and (ii) hereof (other than with respect to obligations any Loss arising under from or related to a breach of the representations and warranties of the Equityholders set forth in Section 9.224.1 (Ownership of Shares) or Section 4.2 (Authorization of Transactions), which and (y) the date described below with respect to any Loss arising from or related to a breach of the representations and warranties of the Company and the Equityholders set forth in Section 3.10 (Taxes). Notwithstanding anything to the contrary contained herein, the representations and warranties set out in Section 3.10 (Taxes) shall survive the Closing until ten (10) for a period of 90 days following the expiration of all periods allowed for objecting to or appealing from the final determination of any proceedings relating to any assessment, reassessment or additional assessment of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant Company by any governmental authority in respect of any Tax period ending on or prior to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that Buyer shall in no circumstances be allowed to voluntarily extend any such periods, even if requested to do so by a governmental authority, without the expiration consent of such indemnification obligations shall the Representative not affect an Indemnified Party to be unreasonably withheld, conditioned or Seller Indemnified Party delayed. For these purposes, a final determination means (with respect i) the expiry of the period to their indemnification rights under Section 12.3(c)appeal from or object to the relevant assessment, reassessment or additional assessment by a taxing authority if no appeal is taken or no objection is made, (ii) in respect the entering into of any claim made by such party in reasonable detail in a writing received agreement by the Indemnifying Party Company and such a taxing authority in full settlement of a dispute regarding such assessment, reassessment, additional assessment or Buyerproposed assessment, as applicablereassessment or additional assessment or (iii) the decision by a court or tribunal of competent jurisdiction regarding the relevant assessment, prior to the expiration of such eighteen (18) month period (reassessment or additional assessment from which no appeal may be taken or the applicable period described above with respect to obligations arising under Section 9.22 hereof)during which an appeal may be taken has expired and no appeal has been taken.

Survival of Representations, Warranties, Covenants and Agreements. The All representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, Members and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties Parent contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of and continue until the Selling Parties’ covenants in Section 9.1 Escrow Termination Date, after which time all such representations and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which warranties shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Dateterminate; provided, however, that the representations and warranties set forth in Section 3.1 (Organization; Standing and Power; Governing Documents), Section 3.2 (Capital Structure), Section 3.3(a) (Authority), Section 3.7(b)(i), 3.7(b)(ii) and 3.7(b)(vi) (Taxes) (but only as such subsections of Section 3.7 relate to income Taxes of the Company) (the “Surviving Income Tax Representations”), Section 4.1 (Good Title), Section 4.2 (Organization; Power; Authority), the first sentence and the second to last sentence of Section 4.10 (Securities Matters) ((collectively, the “Fundamental Representations”), and the representations and warranties set forth in Section 5.1 (Organization; Standing and Power; Governing Documents), Section 5.2(a) (Authority), Section 5.7 (Parent Common Shares), Section 5.8 (S-3 Eligibility), Section 5.9 (SEC Documents), and Section 5.10 (Listing on NASDAQ), will survive until sixty (60) days following the expiration of the applicable statute of limitations for such matters. Notwithstanding anything to the contrary contained herein, if a Tax audit or examination is commenced by a Governmental Entity prior to the applicable expiration of such indemnification obligations shall not affect an Indemnified Party representation or Seller Indemnified Party warranty in Section 3.7(b) (as set forth in this Section 7.1), or a Governmental Entity provides written notice of a Tax audit or examination against the Company (or with respect to their indemnification rights under Section 12.3(c)the transactions contemplated by this Agreement) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the applicable expiration of such eighteen representation or warranty in Section 3.7(b) (18as set forth in this Section 7.1), the representations and warranties set forth in Section 3.7(b) month period shall survive until the expiration, termination or final resolution of such audit or examination. The covenants and agreements of the Company, the Members and Parent shall survive the Closing in accordance with their terms, with such covenants and agreements terminating upon full performance by the Members or Parent, as the case may be; provided, however, that Parent’s and the Members’ respective covenants set forth in Section 2.6 shall expire upon the earlier of (a) the end of the Earn-Out Period, and (b) such time as the Earn-Out Shares (or cash in lieu of Earn-Out Shares, if applicable) have been issued (or paid) in full upon the applicable period described above acceleration of the issuance of Earn-Out Shares as allowed under Section 2.6, except that with respect to obligations arising under part (a) of this sentence, (i) Parent’s obligation to issue the Earn-Out Shares (or to pay cash in lieu of Earn-Out Shares, if applicable) pursuant to Section 9.22 hereof2.6, and the resolution procedures set forth in Section 2.6(d), and (ii) the covenants of the Members and the Employee Members, as the case may be, set forth in Section 2.6(e)(viii), Section 2.6(e)(ix), Section 2.6(e)(x) and Section 2.6(j), shall survive until the Second Earn-Out Shares (or cash in lieu of Earn-Out Shares, if applicable), if any, have been issued (or paid) in full by Parent to the Earn-Out Participants, or such Second Earn-Out Shares have been finally determined not to be payable.

Survival of Representations, Warranties, Covenants and Agreements. The (i) All representations and warranties of the Sellers and the Company contained in Article 4 of this Agreement will survive the Closing Date for the duration of the applicable Representation Survival Period; except that the representations and warranties in Section 4.1 (Organization and Authority of the Company and Each Newly Granted Permittee to Conduct Business), Section 4.2 (Power and Authority; Binding Effect), Section 4.3 (Equity Information), Section 4.4 (Title) and Section 4.30 (No Brokers) (collectively, the “Seller Fundamental Representations”) will survive the Closing Date indefinitely, and the representations and warranties made in Section 4.9 (Taxes) and Section 4.16 (Employee Benefit Plans) (collectively, the “Tax and ERISA Representations” and together with the Seller Fundamental Representations, the “Seller Excluded Representations”) will survive the Closing Date until sixty (60) days following the expiration of all applicable statute of limitations (giving effect to any waiver, or extension thereof). Any claim made by Buyer for a breach of a representation or warranty by the Sellers and, or the Company contained in Article 4 of this Agreement must be delivered in writing by Buyer to Sellers’ Representative prior to the Closing, the Companies applicable expiration date set forth in this Agreement or any certificate delivered Section 9.1(a)(i). Any claim made by Sellers (or, prior to Xxxxx based on fraud in the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out giving of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall will survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be madeindefinitely. The termination All of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of Sellers or the parties Company contained in this Agreement shall will in no respect be limited or diminished by any past or future inspection, investigation, examination or possession on the part of Buyer or its Representatives. All covenants and agreements made by the Sellers or the Company contained in this Agreement (including the obligation of the Sellers to convey the Company Interests to Buyer pursuant to Section 2.1, if required, the obligations of the Other Interest Holders to convey the Permittee Interests to the Company pursuant to Section 2.1, if required, and the indemnification obligations of the Sellers set forth in this Section 9.1) will survive the Closing in perpetuity; provided that claims based upon Date until fully performed or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)discharged.

Survival of Representations, Warranties, Covenants and Agreements. The All representations and warranties made by of Sellers and, prior to the Closing, the Companies and Purchasers in this Agreement or any certificate delivered by Sellers (or, prior to and the Closing, the Companies) pursuant hereto other Transaction Documents shall survive the Closing until Date for a period of fifteen (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (1215) months following after the Closing Date; provided, however, except that: (a) (i) the representations and warranties made by the applicable Selling Parties of Sellers contained in Section 4.3 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 6.3 hereof 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the later expiration of the applicable statutes of limitations (x) eighteen (18) months following after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained in this Agreement shall survive the Closing Date until fully performed or (y) satisfied and for the satisfaction of the Holdback Condition, and (ii) there shall be no limitation period ending on the time within which date that is thirty (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice of a claim based on fraud on from the part non- breaching Party to the breaching Party prior to the expiration of any party hereto may be madeapplicable survival period shall survive until finally resolved. The termination For the avoidance of doubt, the representations Parties agree and warranties to acknowledge that the extent provided herein shall not affect a party survival periods set forth in respect this Section 10.1 are contractual statutes of limitations and any claim made brought by such party in reasonable detail in a writing received by the Indemnifying any Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)period.

Survival of Representations, Warranties, Covenants and Agreements. The Subject to Section 8.5 (Survival of Indemnity), the representations and warranties made by Sellers and, prior to of the Closing, the Companies parties hereto in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve nine (129) months following after the Closing Date; providedhereunder, however, other than (ia) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 Sections 3.1 (Organization), 3.4 (Authority; Validity of Agreement), 4.1 (Title), and Section 6.3 hereof 4.2 (Authority; Validity of Agreement), which shall survive the Closing until the later of indefinitely, (x) eighteen (18) months following the Closing or (yb) the satisfaction of the Holdback Conditionrepresentation and warranty with respect to any Controlled Group Liability contained in Section 3.17(f) (Employee Matters), and (ii) there which shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to survive until the expiration of the applicable survival period provided hereinstatute of limitations and (c) the representations and warranties contained in Section 3.16 (Taxes), which shall survive until the sixth (6th) anniversary of the Closing Date. The covenants and agreements of the parties contained hereto in this Agreement shall not survive the Closing in perpetuity; provided that claims based upon or arising out Closing, except (i) Section 6.10(i) (Treatment of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12Certain Indebtedness) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing hereunder until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen nine (189) months from after the Closing, (ii) those covenants and agreements contained herein that expressly require performance after the Closing Date; providedDate which shall survive in accordance with their terms and (iii) the covenants and agreements of the Company in Section 6.1 (Conduct of Business), howeverSection 6.9(c) (Further Assurances), and Section 6.14 (Real Estate Matters) which shall survive the Closing hereunder until the date that is nine (9) months after the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)Closing.

Survival of Representations, Warranties, Covenants and Agreements. Subject to the following two sentences, the representations, warranties, covenants and agreements of the Company, the Signing Shareholders, Purchaser and the Purchaser LLC’s made in or pursuant to this Agreement will survive the Initial and Second Closings. The representations representations, warranties, covenants and warranties made by Sellers andagreements of the Company and the Signing Shareholders contained in Articles III and V of this Agreement (including pursuant to the certificate delivered pursuant to Section 7.03) will survive only until the completion of eighteen (18) months after the Initial Closing and shall thereupon expire together with any right to indemnification for breach thereof, except that any (a) covenant to be performed after the Second Closing shall survive the Second Closing in accordance with its terms, (b) representation, warranty, covenant or agreement that would otherwise terminate in accordance with this sentence will continue to survive until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article X if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given prior to the Closing, the Companies Cut-off Date in this Agreement good faith based on facts reasonably expected to establish a valid claim under Article X on or any certificate delivered by Sellers (or, prior to such termination date, until the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon related claim for indemnification has been satisfied or arising out of such representations and warranties may be asserted at any time before but otherwise resolved as provided in no event after) the date that is twelve (12) months following the Closing Date; provided, howeverArticle X, (ic) the representations and warranties made by of the applicable Selling Parties Company and the Signing Shareholders, as applicable, contained in Section 4.3 Sections 3.01, 3.02 and Section 6.3 hereof 3.03 shall survive indefinitely, and (d) the Closing representations, warranties, covenants and agreements of the Company contained in Sections 3.08, 3.20 and 3.24 and Article IX shall survive until ninety (90) days after the expiration of the relevant statute of limitations, including any extensions. The representations, warranties, covenants and agreements of Purchaser and the Purchaser LLC’s contained in Articles IV and VI of this Agreement will survive only until the later completion of (x) eighteen (18) months following after the Initial Closing or and shall thereupon expire together with any right to indemnification for breach thereof, except that any (ya) covenant to be performed after the satisfaction of Second Closing shall survive the Holdback ConditionSecond Closing in accordance with its terms, and (iib) there representation, warranty, covenant or agreement that would otherwise terminate in accordance with this sentence will continue to survive until satisfied if a Claim Notice or Indemnity Notice (as applicable) shall be no limitation on have been timely given prior to the time within which notice of a claim Cut-off Date in good faith based on fraud facts reasonably expected to establish a valid claim under Article X, on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article X and (c) the representations, warranties, covenants and agreements of Purchaser and the Subsidiaries contained in Article IX shall survive until ninety (90) days after the expiration of the applicable survival period provided herein. The covenants and agreements relevant statute of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)limitations.

Survival of Representations, Warranties, Covenants and Agreements. The representations If the Transactions are consummated, all of the representations, warranties, covenants and warranties made by Sellers and, prior to the Closing, the Companies agreements set forth in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing DateClosing; provided, however, that (ia) subject to clause (b), the representations and warranties made by of Buyer and Seller set forth in this Agreement shall survive through and until 11:59 p.m. (California time) on the applicable Selling Parties date that is the twelve (12) month anniversary of the Closing Date; and (b) Seller’s representations and warranties contained in Section 4.3 3.1(a), Section 3.1(b), Section 3.2, the first two sentences of Section 3.4(a), Section 3.7, and Section 6.3 hereof shall survive 3.16 (the Closing until the later of (x“Fundamental Representations”) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties of Buyer set forth in Section 4.1, Section 4.2, Section 4.4, and Section 4.8 (the “Buyer Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations. The survival periods set forth in the immediately preceding sentence are referred to in this Agreement as the extent provided herein “Survival Periods.” In the event that an Indemnified Party shall not affect deliver a party Claim Certificate to an Indemnifying Party setting forth facts evidencing that a claim for indemnification under this Article VII may be made in respect of any claim made by such party in reasonable detail in a writing received by breach of a representation, warranty, covenant or agreement of the Indemnifying Party set forth in this Agreement prior to the expiration of the applicable Survival Period, then such representation, warranty, covenant or agreement shall continue in full force and effect solely with respect to such claim until the final resolution thereof. It is the express intent of the Parties that, if the applicable survival period provided for an item contemplated by this Section 7.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item will be reduced to the shortened survival period contemplated herein. The covenants and agreements of the parties contained in this Agreement that by their terms are to be performed after the Closing shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect according to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)terms.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The All covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out until fully performed. All of the Selling Parties’ covenants representations and warranties of Seller (a) contained in Section 9.1 5.01, Section 5.02, Section 5.03 and Section 9.2 hereof must be made by 5.04(a) (the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12“Seller Fundamental Representations”) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing and continue in full force and effect until ten (10) days following the final determination 20th anniversary of the Multiemployer Plan Liabilities Closing Date, (b) contained in Section 5.15 shall survive the Closing and continue in full force and effect until the fifth anniversary of the Closing Date, (c) contained in Section 5.08 shall survive the Closing and continue in full force and effect until the seventh anniversary of the Closing Date, and (d) all other representations and warranties of Seller under this Agreement shall survive Closing hereunder and continue in full force and effect for a period of 18 calendar months thereafter. The representations and warranties of Buyer contained in Section 9.224.01, Section 4.02, Section 4.03 and Section 4.04 (the “Buyer Fundamental Representations”, and together with the Seller Fundamental Representations, the “Fundamental Representations”) shall survive the Closing and Buyer’s indemnification obligations continue in full force and effect until the 20th anniversary of the Closing Date, and all other representations and warranties of Buyer under this Agreement shall survive Closing hereunder and continue in full force and effect for a period of 18 calendar months thereafter. The obligation of any Party to indemnify another Party shall terminate when the applicable representation or warranty terminates. Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 12.3(c) hereof 9.01 if notice describing in reasonable detail the basis for any alleged inaccuracy or breach giving rise to such right or potential right of indemnity shall expire have been given to the Party against whom such indemnity may be sought on or before 5:00 P.M., Chicago time, on the date that is eighteen on which such representation or warranty expires pursuant to this Section 9.01 (18) months from regardless of when the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) Losses in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereofthereof may actually be incurred).

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in this Section 6.03. Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto contained herein shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is for twelve (12) months following after the Closing Date; provided, however, provided that (i) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 3.01(a) (Existence), Section 3.01(b) (Authority), Section 3.01(g) (Brokers), Sections 3.01(i)(i), (ii), (vi) and (x) (Company and Rxxxx Entities), Section 3.02(a) (Existence), Section 3.02(b) (Authority) and Section 6.3 hereof 3.02(h) (Brokers) (the “Seller Fundamental Representations”) shall survive the Closing for five (5) years after the Closing Date and (ii) the representations and warranties in Section 3.01(k) (Taxes) shall survive the Closing until the later of thirty (x30) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to days after the expiration of the applicable survival period provided hereinTax statute of limitations. The covenants covenants, agreements and agreements of the parties contained obligations in this Agreement to be performed shall survive until the Closing in perpetuitydate on which they have been fully performed. No claim under this Agreement may be made unless such Party shall have delivered, with respect to any claim under Section 6.01 or Section 6.02, a written notice of claim prior to the applicable survival expiration date; provided that claims based upon or arising out that, if written notice for a claim of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made indemnification has been provided by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party pursuant to Section 6.04(a) on or prior to the date that is twelve (12) months following applicable survival expiration date, then the Closing. The obligation of the Indemnifying Parties’ indemnification obligations Party to indemnify the Indemnified Party pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than this Article 6 shall survive with respect to obligations arising under Section 9.22, which shall survive the Closing such claim until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that such claim is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The All covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out until fully performed. All of the Selling Parties’ covenants representations and warranties of Sellers contained in Section 9.1 Article V above and Section 9.2 hereof must be made by the Indemnified Parties representations and warranties of Buyer contained in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which Article IV shall survive the Closing until ten (10) days following the final determination hereunder and continue in full force and effect for a period of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Datethereafter; provided, however, that (a) the expiration representations and warranties contained in Section 4.1 (Organization of such indemnification obligations Buyer), Section 4.2 (Authorization of Transaction), Section 4.4 (Brokers’ Fees), Section 4.7 (Knowledge of Misrepresentation and Independent Investigation), Section 4.8 (Disclaimer of Other Representations and Warranties), Section 5.1 (Organization), Section 5.5 (Brokers’ Fees), Section 5.6 (Title to Assets), Section 5.24 (Debt) and Section 5.25 (Disclaimer of Other Representations and Warranties) shall not affect an Indemnified survive the Closing hereunder and continue in full force and effect indefinitely, (b) the representations and warranties contained in Section 5.20 (Environmental Health and Safety Matters) shall survive the Closing hereunder and continue in full force and effect for a period of five (5) years, and (c) the representations and warranties contained in Section 5.12 (Tax Matters), Section 5.14(a), (e) and (g) (Intellectual Property and Software) and Section 5.18 (Employee Benefits) shall survive the Closing hereunder and continue in full force and effect until the end of the relevant statute of limitations. The obligation of any Party to indemnify another Party shall terminate when the applicable representation or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) warranty terminates. Notwithstanding the foregoing, any representation or warranty in respect of any claim made by such party which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 10.1 if notice describing in reasonable detail in a writing received by all bases for the Indemnifying Party alleged inaccuracy or Buyer, as applicable, prior breach giving rise to such right or potential right of indemnity shall have been given to the expiration party against whom such indemnity may be sought on or before 5:00 P.M., New York time, on the date on which such representation or warranty expires pursuant to this Section 10.1 (regardless of such eighteen (18) month period (or when the applicable period described above with Adverse Consequences in respect to obligations arising under Section 9.22 hereofthereof may actually be incurred).

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties made by Sellers andrepresentations, prior to the Closingwarranties, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties each of Cobia and Swordfish contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from after the Closing Date; provided, however, that (i) the expiration Fundamental Cobia Representations and Fundamental Swordfish Representations shall survive the Closing until the date that is five (5) years after the Closing Date, (ii) the representations and warranties contained in Section 3.17 (Taxes) and Section 4.17 (Taxes) shall survive the Closing until the date of such expiry of the statute of limitations applicable to the underlying Tax plus one month, (iii) any covenant or agreement of Cobia or Swordfish (as applicable) to be performed, in whole or in part, after the Closing Date shall survive the Closing in accordance with its terms, (iv) any covenant or agreement of Cobia or Swordfish (as applicable) that, by its terms, contemplates performance at or prior to the Closing shall terminate upon the Closing, except that claims for indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any breach thereof shall survive the Closing until the date that is eighteen (18) months after the Closing Date, (v) any claims for indemnification in respect of the matters set forth on Section 12.2(a)(iv) shall survive the Closing until the date that is five (5) years after the Closing Date and (vi) any claims for indemnification in respect of the matters set forth on Section 12.2(b)(iv) shall survive the Closing until the date that is five (5) years after the Closing Date. Written notice of a claim made against Cobia must be given by such party a Company Indemnified Party to Cobia in reasonable detail in a writing received by accordance with the Indemnifying Party or Buyer, as applicable, provisions hereof prior to the expiration of such eighteen (18) month period (or the applicable period described above representations, warranties, covenants or agreements; provided that written notice of a claim with respect to obligations arising under Section 9.22 hereof)a covenant or agreement of Cobia to be performed, in whole or in part, after the Closing Date, must be given by a Company Indemnified Party to Cobia no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms. Written notice of a claim against Swordfish must be given by a Company Indemnified Party to Swordfish in accordance with the provisions hereof prior to the expiration of the applicable representations, warranties, covenants or agreements; provided that written notice of a claim with respect to a covenant or agreement of Swordfish to be performed, in whole or in part, after the Closing Date, must be given by a Company Indemnified Party to Swordfish no later than six (6) months following the expiration of such covenant or agreement in accordance with its terms.

Survival of Representations, Warranties, Covenants and Agreements. The (x) representations and warranties made by in this Agreement, and (y) indemnification obligations of Sellers andset forth in Section 10.2(a)(ii), shall in each case survive the Closing and remain in full force and effect until the twelve (12)-month anniversary of the Closing Date (the “General Survival Date”), and the indemnification obligations of Sellers set forth in Section 10.2(a)(v) shall survive the Closing and remain in full force and effect until September 30, 2025. Notwithstanding the foregoing or any applicable statute of limitations, all representations and warranties related to any claim asserted on or before the General Survival Date in accordance with Section 10.5 shall survive (and any applicable statute of limitations shall be tolled) until all such claims shall have been finally resolved and payment in respect thereof, if any is required to be made, shall have been made. The covenants and agreements contained in this Agreement and requiring performance prior to Closing shall expire on the Closing, the Companies Closing Date. The covenants and agreements contained in this Agreement or any other agreement or certificate delivered by Sellers (or, prior in connection with the transactions contemplated hereby to be performed in whole or in part after the Closing, the Companies) pursuant hereto Closing shall survive the Closing and continue in full force and effect until such covenants or agreements are performed in accordance with the terms of this Agreement or any other agreement or certificate delivered in connection with the Transaction (other than the covenant and claims based upon or arising out of such representations agreement to indemnify pursuant to Section 10.2(a), Section 10.2(b)(i), Section 10.2(b)(iii), Section 10.2(c)(i), and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; providedSection 10.2(c)(iii), however, (i) the representations and warranties made by which shall each survive only for the applicable Selling Parties period set forth in this Section 10.1). Claims in respect of Fraud shall survive for the applicable statute of limitations for Fraud. Indemnification obligations of Sellers set forth in Section 4.3 and Section 6.3 hereof 10.2(a)(iii) shall survive the Closing and remain in full force and effect until the later three (3)-year anniversary of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a Date. No claim based on fraud on the part for indemnification for breach of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties representation, warranty, covenant or agreement contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must may be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations asserted pursuant to this Agreement unless on or before the time period for survival of such claim set forth in this Section 12.2(a)(iii)10.1, Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations such claim is asserted by written notice pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).this Article X.

Survival of Representations, Warranties, Covenants and Agreements. The All representations and warranties of the Company, Parent and Merger Sub contained in this Agreement, and those made by Sellers andSecurityholders by their (i) Letter of Transmittal, prior Option Cancellation Agreement and/or Warrant Cancellation Agreement, as applicable, and (ii) their Agreement to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto be Bound shall survive the Closing and continue until (and claims based upon or arising out of the Escrow Termination Date, after which time all such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Dateshall terminate; provided, however, (i) that, pursuant to 10 Del. C. Section 8106(c), the representations and warranties made by the applicable Selling Parties set forth in Section 4.3 3.1 (Organizational Matters), Section 3.2 (Capital Structure), Section 3.3 (Authority and Section 6.3 hereof shall survive the Closing until the later of Due Execution), subsection (xa)(i) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice and subsections (c) and (d) of a claim based on fraud on the part of any party hereto may be made. The termination of Section 3.4 (Non-Contravention and Consents), Section 3.7 (Taxes), Section 3.12 (Brokers’ and Finders’ Fees), Section 3.14 (Employee Benefit Plans), and all the representations and warranties in each Letter of Transmittal, Option Cancellation Agreement and Warrant Cancellation Agreement and Agreement to be Bound (collectively, the extent provided herein shall not affect a party “Fundamental Representations”), and the representations and warranties set forth in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to Section 4.1 (Organizational Matters), Section 4.2 (Authority and Due Execution), Section 4.3 (Non-Contravention and Consents), and Section 4.6 (Brokers or Finders), will survive until sixty (60) days following the expiration of the applicable survival period statute of limitations for such matters; provided hereinfurther that any claim made with reasonable specificity by the party seeking to be indemnified within the time periods set forth in this Section 8.1 shall survive until such claim is finally and fully resolved. The covenants and agreements of the parties contained Company and Parent in this Agreement and the covenants and the agreements of the Securityholders in their respective Letter of Transmittal, Option Cancellation Agreement and/or Warrant Cancellation Agreement and Agreement to be Bound shall survive the Closing in perpetuity; provided that claims based accordance with their terms, with such covenants and agreements terminating upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received full performance by the applicable Indemnifying Party prior to Person, as the date that is twelve (12) months following case may be. For the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii)avoidance of doubt, Section 12.2(b)(iii), Section 12.3(a) the covenants and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which agreements of Parent and Merger Sub set forth in Article V shall survive the Closing Effective Time until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, fully performed. The parties specifically intend that the expiration statutory statutes of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect limitations applicable to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received the respective representations and warranties be superseded and replaced by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)survival periods contained herein.

Survival of Representations, Warranties, Covenants and Agreements. The Subject to the limitations and other provisions of this Agreement, (a) all of the representations and warranties made by Sellers and, prior to of the ClosingCompany and Parent contained in this Agreement, the Companies Ancillary Agreements and the certificates and instruments delivered in this Agreement connection herewith or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto therewith shall survive the Closing Merger and continue until 11:59 p.m. Eastern time on the day which is fifteen (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after15) months after the date that is twelve on which the Effective Time occurs (12) months following the Closing “Expiration Date”); provided, however, that (i) the Fundamental Representations shall survive until thirty (30) days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof); (ii) the representations and warranties made set forth in Section 2.19 (Intellectual Property Rights) shall survive until 11:59 p.m. Eastern time on the day which is thirty (30) months after the date on which the Effective Time occurs and (iii) the representations and warranties set forth in Section 2.11 (Taxes) shall survive until thirty (30) days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof); (b) the covenants and agreements of the Company and Parent contained in this Agreement that are required to be wholly performed by the applicable Selling Parties Company or Parent prior to the Closing shall survive the Closing, solely for the purposes of Section 7.2(a)(ii), and continue until the Expiration Date; (c) the covenants and agreements of the Company or Parent contained in Section 4.3 this Agreement (other than such covenants and Section 6.3 hereof agreements set forth in clause (b) above) shall survive the Closing until the later of in accordance with their respective terms or, if no time period is set forth in such terms, indefinitely; and (x) eighteen (18) months following the Closing or (yd) the satisfaction obligations of the Holdback Condition, and Company Holders pursuant to Sections 7.2(a)(iv)-(x) shall survive until sixty (ii60) there shall be no limitation on days after the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination expiration of the representations and warranties to applicable statute of limitations; provided, however, that notwithstanding the extent provided herein shall not affect a party limitations set forth in respect of the foregoing clauses (a)-(d), any claim made by such party in reasonable detail in a writing received by pursuant to Section 7.2(a)(iii) shall survive indefinitely. Notwithstanding the Indemnifying Party foregoing, any claims under this Article VII which are timely asserted prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement described above shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must not thereafter be made barred by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party the relevant representation or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party warranty or Buyercovenant or agreement, as applicablethe case may be, prior to the expiration of and such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof)claims shall survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties made by Sellers andrepresentations, prior to the Closingwarranties, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties hereto contained in or made pursuant to this Agreement Agreement, or in any other certificate executed and delivered by any party to another party in connection with this Agreement, shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 full force and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing effect until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months after the Closing Date, at which time they shall terminate (and no claims shall be made for indemnification under Section 11.2 or Section 11.3 thereafter), except: (i) the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing shall survive for the period provided in such covenants and agreements, if any, or until fully performed, (ii) the covenants and agreements that by their terms apply or are to be performed in their entirety on or prior to the Closing shall terminate at the Closing, (iii) the representations and warranties contained in Section 3.1 (Organization and Qualification of the Acquired Company), Section 3.2 (Authority of the Acquired Company and Enforceability), Section 3.3(a) and Section 3.3(b) (Capitalization of the Acquired Company), Section 3.27 (Acquired Company’s Brokers), (collectively, the “Acquired Company Fundamental Reps”); Section 4.1 (Authority of Sellers and Enforceability), Section 4.2 (Ownership), Section 4.3 (Sellers Brokers) (collectively, the “Seller Fundamental Reps”), Section 5.1 (Organization of Purchaser and Guarantor), Section 5.2 (Authority of Purchaser and Guarantor and Enforceability) and Section 5.7 (Purchaser Brokers) shall survive the Closing indefinitely (iv) the representations and warranties contained in Section 3.17 (Taxes and Tax Returns) and Section 4.4 (Residency) (the “Tax Reps”) shall survive until the expiration of all applicable statutes of limitation, (v) the representations and warranties contained in Section 3.19 (Environmental Matters) (the “Environmental Reps”) shall survive until the date that is three (3) years from the Closing Date; provided, however(vi) the representations and warranties contained in Section 3.32 (Subsidiary) shall survive until the date that is two (2) years from the Closing Date, (vii) any representation and warranty involving fraud or fraudulent misrepresentation by the party giving that representation and warranty, will, in each case, survive and continue in full force and effect without limitation of time, (viii) the expiration of such right to make a claim for indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)11.2(v) in respect shall survive until on the date which is five (5) years from the Closing Date, and shall thereafter be of any no further force or effect, (ix) the right to make a claim made by such party in reasonable detail in for indemnification under Sections 11.2(vi) shall survive until on the date which is five (5) years from the Closing Date, and shall thereafter be of no further force or effect, and (x) the right to make a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising claim for indemnification under Section 9.22 hereof)11.2(vii) shall survive until on the date which is three (3) years from the Closing Date, and shall thereafter be of no further force or effect.

Survival of Representations, Warranties, Covenants and Agreements. The All representations and warranties made by Sellers and, prior to the Closing, the Companies contained in this Agreement or any certificate delivered by Sellers shall survive, and thus a claim may be brought in respect of a breach thereof, until the day that is twenty-four (or, prior to the Closing, the Companies24) pursuant hereto shall survive months after the Closing until Date (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing “Expiration Date”); provided, however, that: (ia) the Fundamental Seller Representations and the Fundamental Purchaser Representations shall survive indefinitely after the Closing Date; (b) the representations and warranties made by the applicable Selling Parties contained in Section 4.3 and Section 6.3 hereof 3.18 (Environmental Matters) shall survive until the day that is five (5) years after the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, Date; and (iic) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties in Section 9.1 (Taxes) and Section 3.19 (Employee 56 NTD: To be modified as relevant for the particular Project. 57 NTD: Seller to provide the extent provided herein calendar year that is no more than four calendar years after the calendar year during and Employee Benefits Matters) shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by survive until the Indemnifying Party prior to day that is sixty (60) days after the expiration of the applicable survival period provided hereinstatute of limitations (giving effect to any extensions or waivers thereof). The covenants and agreements of the parties contained in this Agreement shall survive survive, and thus a claim may be brought in respect of a breach thereof, until the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date day that is twelve twenty-four (1224) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant last day of the applicable period for which such covenant or agreement is required to Section 12.2(a)(iii)be performed or, Section 12.2(b)(iii)if no such period is set forth herein, Section 12.3(auntil the day that is twenty-four (24) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days months following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that last day such covenant or agreement is eighteen (18) months from the Closing Datefully performed; provided, however, that the expiration covenants and agreements contained in: (x) Section 2.1.2 (Assignment and Assumption of such indemnification obligations Project Contracts), Section 2.1.4(a) (Excluded Liabilities), Section 2.1.4(b) (Assumed Liabilities), ARTICLE X (Survival Periods, No Other Representations), ARTICLE XI (Dispute Resolution) and ARTICLE XII (Limited Remedies and Damages), shall not affect an Indemnified Party or Seller Indemnified Party survive indefinitely after the Closing Date; (with respect to their indemnification rights under y) ARTICLE IX (Tax Matters) and Section 12.3(c)13.6 (Confidentiality) in respect of any claim made by such party in reasonable detail in a writing received shall be governed solely by the Indemnifying Party or Buyer, as applicable, prior to terms therein; and (z) ARTICLE VIII shall survive the expiration of such eighteen (18) month period (or the applicable period described above Closing in accordance with respect to obligations arising under Section 9.22 hereof)its terms.