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

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of 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 other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the representations, warranties, covenants and agreements of Sellers and Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the case of any covenant or agreement to be performed in whole or in part on or prior to the Closing; or (e) with respect to each 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; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a), (c), (d) or (e) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise apply.

Survival of Representations, Warranties, Covenants and Agreements. 7.1 Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser Investor (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this AgreementAgreement or the waiver of any condition to Closing, Sellers the Company, on the one hand, and Purchaser Investor, on the other hand, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers the Company and Purchaser Investor contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing indefinitely with respect to the representations and warranties contained in Section 3.12; Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.21, 2.27, 2.28, 2.29, 2.35, 2.37 and 2.39 (as it relates to the foregoing Sections), (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) 60 calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by the representations and warranties in Sections 3.09 2.11, 2.14, 2.23 and Article X; 2.39 (das it relates to the foregoing Sections), (c) until the date on which the Company's audited financial statements for six (6) months in the case of fiscal year ending December 31, 1999 have been made publicly available with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing; Closing or (ed) indefinitely with respect to each 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; provided except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a), (c), (db) or (ec) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representationVIII, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party but only with respect thereto, regardless of any statute of limitations period that would otherwise applyto matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. 9.01. Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party parties contained in this Agreement, but subject to Sections 5.03, 6.02 and 9.02, Sellers and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers and Purchaser contained in this Agreement will survive the Closing (a) until indefinitely with respect to the date that is eighteen representations and warranties contained in Sections 3.01 (18Sellers), 3.02 (Due Execution), 3.03 (Organization of the Company), 3.04 (Capital Stock), 3.05 (Subsidiaries), 3.24 (Brokers), 4.02 (Authority), 4.06 (Financial Capability), 4.08 (Purchase for Investment), 4.09 (Brokers), and in Exhibit C, items 1 (Organization), 2 (Authority), and 3 (Issuance of MuniMae Shares), (b) months after the Closing with respect to the representations and warranties contained in Section 3.12; 3.10 (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(bTaxes), 3.23, 4.02, 4.03, 4.04(b) until thirty (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (6030) days after following the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) limitations with respect to matters covered by Sections 3.09 and Article X; the subject matter thereof, (dc) for six until eighteen (618) months after the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing; or Closing and (ed) with respect to each other covenant or agreement contained in this Agreement, until sixty for a period comparable to that used in clause (60c) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely; provided , except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (ab), (c), (d) or (ed) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyXI.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers each Seller and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers the Sellers, the Shareholders and Purchaser contained in this Agreement will survive the Closing (a) until in the date that is eighteen (18) months after the Closing with respect to case of the representations and warranties contained in Section 3.12; Sections 2.09, 2.12(a), 2.13(b), 2.15(d), (e) and (g) and 2.25(a), until the expiration of the statute of limitations applicable to the subject matter thereof, (b) indefinitely with respect to (i) in the case of all other representations and warranties contained set forth in Article II or III, until the date which is twelve (A12) Sections 3.02months following the Closing Date, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b(c) (in the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) case of the covenants and agreements contained in Sections 2.06 1.05(c), 4.10 and 14.04; (c) until sixty (60) days after the expiration 4.11 and any other covenants and agreements which by their terms expressly survive for a specified period of all applicable statutes of limitation (including all periods of extensiontime, whether automatic or permissive) in accordance with respect to matters covered by Sections 3.09 their respective terms, and Article X; (d) for six (6) months in the case of any covenant or agreement to be performed in whole or in part on or prior to the Closing; or (e) with respect to each all other covenant or agreement contained in this Agreementcovenants and agreements set forth herein, until sixty (60) days following the last date on which such covenant or agreement is to be performed orexpiration of the statute of limitations applicable thereto, if no such date is specified, indefinitely; provided except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause clauses (a), (c), ) – (d) or (e) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII IX on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyIX.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Parent, Purchaser or Purchaser Affiliate (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers Company, LLLP, Shareholders, Partners, Purchaser, Purchaser Affiliate and Purchaser Parent have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers Shareholders, Partners, Company, LLLP, Parent, Purchaser and Purchaser Affiliate contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.022.01, 3.032.02, 3.05(b)2.13, 3.232.15, 4.022.19, 4.032.26, 4.04(b) (the “Company/Seller Fundamental Representations”) 2.32, 2.33, 3.01, 3.02 and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) 3.07 and (ii) the covenants and agreements contained in Article XI and Sections 2.06 1.01, 1.02, 1.05, 1.06, 1.07, 1.09, 1.08, 14.03, 14.04, 14.07, 14.08, 14.11, 14.12 and 14.04; 14.13, (cb) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 2.04, 2.09 and 2.11 and (insofar as they relate to ERISA or the Code), Section 2.12 and Article X; VIII, (dc) for six until one hundred and eighty (6180) months days after the Closing in the case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing; Closing or (ed) with respect to each other covenant or agreement contained in this Agreement, until sixty twelve (6012) days months following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (ab), (c), (d) or (ed) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XIIXI. Following the expiration of a representation, warranty, covenant Any Claim Notice or agreement as Indemnity Notice must be made prior to such termination date set forth abovein this Section 10.01, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyand failure to provide such notice shall waive such claim for indemnification.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of the Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries any of Seller Parties or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other another party contained in this AgreementAgreement or the waiver of any condition to Closing, Sellers each of the Seller Parties and the Purchaser have has the right to rely fully upon the representations, warranties, covenants and agreements of the other others contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers each of the Seller Parties and the Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing indefinitely with respect to the covenants and agreements contained herein and the representations and warranties contained in Section 3.12; Sections 3.1, 3.2, 3.3, 3.4, 3.11, 4.1, 4.2, 4.5, 5.1 and 5.4 and (b) indefinitely until the third anniversary of the Closing Date with respect to (i) the all other representations and warranties contained in (A) Sections 3.02warranties, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the case of any covenant or agreement to be performed in whole or in part on or prior to the Closing; or (e) with respect to each 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; provided except that any representation, warranty, covenant representation or agreement warranty that would otherwise terminate in accordance with clause (a), (c), (d) or (eb) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII X on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representationX, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party but only with respect thereto, regardless of any statute of limitations period that would otherwise apply.to matters described in such Claim Notice or Indemnity Notice. INDEMNIFICATION

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser Purchasers (whether or not exercised) to investigate the affairs of the Company and the its Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers and Purchaser Purchasers have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers and Purchaser Purchasers contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.02, 2.04, 2.05 (but only insofar as it relates to the capital stock of the Subsidiaries), 2.30, 3.02 and 3.07(b) until the date that is eighteen (18) months after expiration of the Closing applicable statute of limitations with respect to the representations and warranties contained in Section 3.12; 2.12, (bc) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(bSection 2.19(c), 3.23until the outstanding net book value of the Company Leases is 10% or less than the outstanding net book value of the Company Leases at the Closing, 4.02, 4.03, 4.04(b) (for the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; purposes of this clause (c) until sixty (60Company Leases shall not include those Company Leases placed in the Non-Recourse Pool pursuant to Section 4.06 hereto) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing; Closing until the later of (i) the time period referred to in (c) above, or (eii) with respect to each 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; provided sixth anniversary of the Closing Date except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a), (c), (d) or (ed) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyXI.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding All representations and warranties herein shall be operative and in full force and effect, and the parties hereto shall be entitled to rely thereon, regardless of any right investigation made by or for them. All such representations and warranties shall, except as specifically limited by Section 12.3, survive the execution and delivery of Purchaser (whether or not exercised) to investigate this Agreement, the affairs Closing and the consummation of the Company transactions provided for herein for a period of eighteen (18) months following the Closing Date, except that the representations and warranties set out in Sections 8.1(a), (b), (h), (o), (t), (v) and (w) and in Sections 8.2(a) and (c) shall survive until ten (10) days following the Subsidiaries expiration of the applicable statutory period of limitations with respect to the matter to which the claim relates. No representations and warranties shall be merged or any right extinguished by reason of the execution of the transactions herein. Any claim for indemnification under Sections 13.1(a) or 13.2(a) relating to a breach of any party (whether of the representations or not exercisedwarranties contained herein may be made at any time during the 18-month period following the Closing Date, except that any claim for indemnification under Sections 13.1(a) or 13.2(a) relating to investigate the accuracy a breach of any of the representations and warranties of the other party contained set out in this AgreementSections 8.1(a), Sellers and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the representations, warranties, covenants and agreements of Sellers and Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.23(h), 4.02(o), 4.03(t), 4.04(b) (the “Company/Seller Fundamental Representations”v) and (Bw) or in Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”8.2(a) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the case of may be made at any covenant or agreement to be performed in whole or in part time on or prior to the Closing; or (e) 10th day following the expiration of the applicable statutory period of limitations with respect to each other covenant the matter to which the claim relates. Any claims for indemnification under Sections I3.1(b), (c), (d), (e), (f), (g), (h), (i) or agreement contained in this Agreement, until sixty (60j) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (aSections 13.2(b), (c), (d) or (e) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law. Any contract or tort claim involving fraud, actions taken in bad faith, intentional misrepresentation or intentional breach may be made at any Purchaser Indemnified Party or Seller Indemnified Party with respect theretotime, regardless of any statute of limitations period that would otherwise applysubject only to applicable limitation periods imposed by Law.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers Seller and Purchaser have the right to rely fully upon the representations, warranties, covenants representations and agreements warranties of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers and Purchaser contained in this Agreement and the statements contained in the Disclosure Schedule or in any certificate, list or other writing furnished to Parent or Purchaser pursuant to any provision of this Agreement, will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 2.02, 2.29, 3.02, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) 3.06 and (ii) the covenants and agreements contained in Sections 2.06 1.07 and 14.04; 8.04, (cb) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 2.09, 2.10, 2.12, 2.18, 2.19 and Article X; 2.23, (dc) for six (6) months until August 21, 1999 in the case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing; Closing or (ed) with respect to each other covenant or and 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; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (ab), (c), (d) or (ed) above will continue to survive if a Claim Notice or an Indemnity Notice (as applicable) shall have been timely given in good faith under Article XII Section 6.02 on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applySection 6.02.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any Each party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers and Purchaser hereto shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties hereto contained in this AgreementAgreement (as qualified by the Disclosure Letter) and in any certificate delivered by any other party hereto at the Closing without regard to investigation or knowledge. Except as provided in If the following sentenceMerger is consummated, each all of the representations and warranties of the Company contained in this Agreement or in any instrument delivered pursuant to this Agreement and such certificates shall survive the Closing until the later and remain in full force and effect, regardless of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt any investigation or disclosure made by or on behalf of any of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operationsparties to this Agreement, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the representations, warranties, covenants and agreements of Sellers and Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen the fifteen (1815) months after month anniversary of the Closing with respect to Date (the representations and warranties contained in Section 3.12“Indemnity Holdback Period”); (b) indefinitely with respect to provided, however, that (i) the representations and warranties of the Company contained in (A) Sections 3.02, 3.03, 3.05(bSection 2.17(c), 3.23Section 2.17(e), 4.02Section 2.17(g), 4.03, 4.04(bSection 2.17(h) (Intellectual Property) and in any certificate delivered to Acquiror regarding any matter set forth in such subsections of this Agreement pursuant to any provision of this Agreement (the “Company/Seller Fundamental Extended 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, until the date that is the three (3) and (B) Sections 5.02 and 5.07 (year anniversary of the “Purchaser Fundamental Representations”) Closing Date; and (ii) the covenants representations and agreements warranties of the Company contained in Sections 2.06 Section 2.1 (Organization, Standing and 14.04Power), Section 2.2 (Subsidiaries), Section 2.4 (Authority and Enforceability), Section 2.5 (Non-Contravention), Section 2.8 (Capital Structure), Section 2.19 (Taxes), and Section 2.28 (Finders’ Fees; Transaction Expenses) and in any certificate delivered to Acquiror regarding any matter set forth in such sections of this Agreement pursuant to any provision of this Agreement (c) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension“Fundamental Representations”), whether automatic or permissive) with respect to matters covered by Sections 3.09 will remain operative and Article X; (d) for six (6) months in the case full force and effect regardless of any covenant investigation or agreement disclosure made by or on behalf of any of the parties to be performed in whole or in part on or prior to the Closing; or (e) with respect to each other covenant or agreement contained in this Agreement, until sixty the date that is the five (605) days following year anniversary of the last Closing Date, except for Section 2.19 (Taxes) which shall remain operative and full force and effect until the expiration of the applicable statute of limitations plus a period of thirty (30) days. No right to indemnification pursuant to Article VIII in respect of any claim that is set forth in an Officer’s Certificate delivered to the Company Holders’ Agent prior to the expiration of the Indemnity Holdback Period or applicable survival period hereunder, as appropriate (if any such period is applicable to such claim), shall be affected by the expiration of such 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 Fraud. 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 date on which such that is the twelve (12) month anniversary of the Closing Date. If the Merger is consummated, all other covenants and agreements of the parties (including the covenants and agreements set forth in Article IV and Article V) shall survive until the date that is the four (4) year anniversary of the Closing Date or for the period explicitly specified therein; 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 is to shall be performed or, if no such date is specified, indefinitely; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a), (c), (d) or (e) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following affected by the expiration of a representationsuch covenant; provided, warrantyfurther, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser that the Indemnified Party or Seller Persons’ right to indemnification for Indemnified Party with respect thereto, regardless Taxes will remain operative and in full force and effect until the expiration of any the applicable statute of limitations plus a period that would otherwise applyof thirty (30) days.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers Seller and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers Seller and Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in Sections 2.02, 2.04, 2.05 (A) Sections 3.02, 3.03, 3.05(bbut only insofar as it relates to the capital stock of the Subsidiaries), 3.232.28, 4.023.02 and 3.07, 4.033.08, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) 3.09, 3.10, and (ii) the covenants and agreements contained in Sections 2.06 1.05, 14.03 and 14.0414.05; (cb) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 Section 2.12 and Article XVIII and, insofar as it relates to ERISA or the Code, Section 2.15; (dc) for until a date which is six (6) months following the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing; or and (ed) with respect to each 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; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (ab), (c), (d) or (ed) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyXI.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers Seller and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers Seller, the Stockholder and Purchaser contained in this Agreement Agreement, unless otherwise specified herein, will survive the Closing survive, (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the case of all representations and warranties other than those under Section 2.02, 2.06, 2.11, 2.15, 2.16, 2.21 and 2.22, and any covenant covenants or agreement agreements to be performed in whole or in part on or prior to the Closing; , for a period equal to two (2) years following the Closing, (b) in the case of the representations and warranties under Section 2.02, 2.06, 2.11, 2.15, 2.16, 2.21 and 2.22, for a period equal to the applicable statute of limitations period (or if none, for as long as a party may be liable under applicable law), or (ec) with respect to each 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, indefinitelycoterminous with applicable statutes of limitations (or if none for as long as a party may be liable under applicable law); provided provided, however, that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a), (c), (d) or (eb) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII X on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise apply.X.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries Transferred Companies or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers Seller and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers Seller and Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing indefinitely with respect to the representations and warranties contained in Section 3.12; Sections 2.01, 2.02, 2.03, 2.04, 2.16, 2.17, 3.02 and 3.05, (b) indefinitely with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) 90 calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 Section 2.06, Section 2.13 and Article X; 2.14 and, insofar as they relate to ERISA or the Code, Section 2.09, (dc) for six (6) until the date that is 36 months following the Closing Date in the case of any covenant or agreement to be performed in whole or in part on or prior to the Closing; or all other representations and warranties and (ed) with respect to each 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 orindefinitely, if no such date is specified, indefinitely; provided except that any representation, warranty, covenant representation or agreement warranty that would otherwise terminate in accordance with clause (a), (c), (db) or (ec) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) notice shall have been timely given under Article XII VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyVIII.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of any Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other another party contained in this AgreementAgreement or the waiver of any condition to Closing, Sellers each of the Company and Purchaser have the Purchasers has the right to rely fully upon the representations, warranties, covenants and agreements of the other others contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the The representations, warranties, covenants and agreements of Sellers the Company and each Purchaser contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing indefinitely with respect to the covenants and agreements contained herein and the representations and warranties contained in Section 3.12; Sections 3.1, 3.2, 3.3, 3.4, 3.10, 4.1 and 4.4 and (b) indefinitely until the third anniversary of the Closing Date with respect to (i) the all other representations and warranties contained in (A) Sections 3.02warranties, 3.03, 3.05(b), 3.23, 4.02, 4.03, 4.04(b) (the “Company/Seller Fundamental Representations”) and (B) Sections 5.02 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the covenants and agreements contained in Sections 2.06 and 14.04; (c) until sixty (60) days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.09 and Article X; (d) for six (6) months in the case of any covenant or agreement to be performed in whole or in part on or prior to the Closing; or (e) with respect to each 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; provided except that any representation, warranty, covenant representation or agreement warranty that would otherwise terminate in accordance with clause (a), (c), (d) or (eb) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article XII IX on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representationIX, warranty, covenant or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party but only with respect thereto, regardless of any statute of limitations period that would otherwise applyto matters described in such Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers and Purchaser have the right to rely fully upon the The representations, warranties, covenants and agreements of the other Sellers and Purchasers contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the representations, warranties, covenants and agreements of Sellers and Purchaser contained in 111 this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely without contractual limitation of time with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.234.01, 4.02, 4.03, 4.04(b) (4.04, 4.11, the “Company/Seller Fundamental Representations”) first sentence of 4.15(b), the first sentence of 4.16, the second sentence of 4.17(a), 4.28, the Tax-related representations of Sellers set forth in Annex B and (B) Sections 5.02 5.01, 5.02, 5.06 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the representations, warranties, covenants and agreements contained in Sections 2.06 6.05(c) and 14.04; 6.20 and Article XII, (b) until the three year anniversary of the Closing Date with respect to the representations and warranties contained in Section 4.22, (c) until sixty (60) days after the expiration twenty-four month anniversary of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) the Closing Date with respect to matters covered by the representations and warranties contained in Sections 3.09 4.20 and Article X; 4.27, (d) for six until the eighteen month anniversary of the Closing Date with respect to all other representations and warranties, (6e) months in until the case eighteen month anniversary of the Closing Date with respect to any covenant or agreement to be performed in whole or in part on complied with at or prior to the Closing; Closing Date, or (ef) with respect to each other covenant covenants or agreement agreements 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; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a)their respective terms, (c)except that in the case any Claim Notice, (d) Indemnity Notice, Tax Claim Notice, or (e) above will continue to survive if a Claim Notice or Tax Indemnity Notice (as applicable) shall have been duly and timely given under Article XII or Article XIV on or prior to such termination datedate (whether or not formal legal action shall have been commenced based upon such claim), until the related representation, warranty, covenant or agreement will survive (but only with respect to the claim for indemnification described in the Tax Claim Notice, Tax Indemnity Notice, Claim Notice or Indemnity Notice (as applicable)) until such claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant XII or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyArticle XIV.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Purchaser (whether or not exercised) to investigate the affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers and Purchaser have the right to rely fully upon the The representations, warranties, covenants and agreements of the other contained in this Agreement. Except as provided in the following sentence, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the later of (x) the date that is twelve (12) months after the Closing and (y) the date that is thirty (30) days after Purchaser’s receipt of the report by its external auditors on the audited balance sheets of Purchaser and its consolidated subsidiaries (including the Company and the Subsidiaries) and the related audited consolidated statements of operations, members’ equity and cash flow with respect to the year ended December 31, 2016. Notwithstanding the foregoing, the representations, warranties, covenants and agreements of Sellers and Purchaser Purchasers contained in this Agreement will survive the Closing (a) until the date that is eighteen (18) months after the Closing with respect to the representations and warranties contained in Section 3.12; (b) indefinitely without contractual limitation of time with respect to (i) the representations and warranties contained in (A) Sections 3.02, 3.03, 3.05(b), 3.234.01, 4.02, 4.03, 4.04(b) (4.04, 4.11, the “Company/Seller Fundamental Representations”) first sentence of 4.15(b), the first sentence of 4.16, the second sentence of 4.17(a), 4.28, the Tax-related representations of Sellers set forth in Annex B and (B) Sections 5.02 5.01, 5.02, 5.06 and 5.07 (the “Purchaser Fundamental Representations”) and (ii) the representations, warranties, covenants and agreements contained in Sections 2.06 6.05(c) and 14.04; 6.20 and Article XII, (b) until the three year anniversary of the Closing Date with respect to the representations and warranties contained in Section 4.22, (c) until sixty (60) days after the expiration twenty-four month anniversary of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) the Closing Date with respect to matters covered by the representations and warranties contained in Sections 3.09 4.20 and Article X; 4.27, (d) for six until the eighteen month anniversary of the Closing Date with respect to all other representations and warranties, (6e) months in until the case eighteen month anniversary of the Closing Date with respect to any covenant or agreement to be performed in whole or in part on complied with at or prior to the Closing; Closing Date, or (ef) with respect to each other covenant covenants or agreement agreements 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; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (a)their respective terms, (c)except that in the case any Claim Notice, (d) Indemnity Notice, Tax Claim Notice, or (e) above will continue to survive if a Claim Notice or Tax Indemnity Notice (as applicable) shall have been duly and timely given under Article XII or Article XIV on or prior to such termination datedate (whether or not formal legal action shall have been commenced based upon such claim), until the related representation, warranty, covenant or agreement will survive (but only with respect to the claim for indemnification described in the Tax Claim Notice, Tax Indemnity Notice, Claim Notice or Indemnity Notice (as applicable)) until such claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. Following the expiration of a representation, warranty, covenant XII or agreement as set forth above, no Action or Proceeding may be initiated by any Purchaser Indemnified Party or Seller Indemnified Party with respect thereto, regardless of any statute of limitations period that would otherwise applyArticle XIV.