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

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties of Seller contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (a) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration of the applicable statute of limitations (including extensions), with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7.

Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements of Seller and IPH contained in or made pursuant to this Agreement or in any certificate furnished pursuant to this Agreement shall survive in full force and effect until 12 months after the Closing Date (other than the representations and warranties made pursuant to Section 3.13, which shall be governed by Section 7.11), at which time they shall terminate (and no claims shall be made for indemnification under Section 10.1(a)(i) or Section 10.2(a)(i) thereafter); provided, however, that the representation and warranties made pursuant to Section 3.14 shall survive in full force and effect until three (3) years after the Closing Date; provided, further, however, that the representations and warranties made in the first sentence of Seller contained in this Agreement Section 3.1(a), Section 3.2(a), Section 3.3, Section 3.18, Section 4.1, Section 4.2, Section 4.4 and Section 4.6 (collectively, the other Transaction Documents “Fundamental Representations”) shall survive the Closing indefinitely; provided, further, that (a) the covenants and remain agreements that by their terms apply or are to be performed prior to the Closing Date, shall survive in full force (a) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements), effect until 24 months after the Closing Date and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing Date, shall survive for the period provided in such covenants and agreements, if any, or until fully performed. If written notice of a period of sixty (60claim has been given in accordance with Section 10.4(a) days following prior to the expiration of the applicable statute of limitations (including extensions), with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenantswarranties, except that any representation covenants or warranty that would otherwise terminate in accordance with clause (i)agreements, (ii)then the relevant representations, warranties, covenants or (iii) will continue to agreements shall survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior as to such termination dateclaim, until the related such claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have has been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller contained in ARTICLE III and the representations and warranties of Buyer contained in ARTICLE IV are made only as of the date of this Agreement and the other Transaction Documents shall survive as of the Closing and remain in full force (a) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration of the applicable statute of limitations (including extensions), with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7Date. The representations and warranties of Buyer or Buyer Seller shall expire for all purposes at 12:01 a.m., Eastern Standard Time, on the date that is 18 months following the Closing Date, except that Seller's representations and warranties contained in (i) Sections 3.15 and 3.25 shall survive until the third anniversary of the Closing Date, (ii) Section 3.16 shall survive until the fifth anniversary of the Closing Date and (iii) Sections 3.1, 3.2, 3.7 and 3.17(a) (with respect only to clause (i) of the second sentence thereof) shall not expire. The covenants and agreements contained in this Agreement and the other Transaction Documents Agreement, except as otherwise expressly provided herein, shall survive the Closing and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (xtheir terms; provided, however, that the covenants and agreements contained in Sections 5.1, 5.2(a), 5.3(a) and (y5.3(b) will continue to survive if a written notice of a breach thereof shall have been timely given terminate on the Closing Date. Without limiting the foregoing, except solely as and to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as extent provided in this ARTICLE 7Sections 8.1(b) and 8.2, from and after the expiration of any such representation, warranty, covenant or agreement of Seller, such representation, warranty, covenant or agreement shall be of no further force or effect, and Buyer shall not, and shall cause each other Buyer Indemnitee not to, assert any claim or bring any legal action, suit or proceeding based upon any inaccuracy in or breach of, or any breach of any obligation in respect of, or any other claim with respect to, such representation, warranty, covenant or agreement.

Survival of Representations, Warranties, Covenants and Agreements. The representations Notwithstanding any right of Parent, Merger Sub or the Company (whether or not exercised) to investigate the affairs of Parent, Merger Sub or the Company (whether pursuant to Section 5.3 or otherwise) or a waiver by Parent, Merger Sub or the Company of any condition to Closing set forth in Article 6, each party shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller the other party contained in this Agreement or in any instrument delivered pursuant to this Agreement. Except for the representations and the other Transaction Documents warranties set forth in Section 2.17 (which shall survive the Merger and continue until the eighteen-month anniversary of the Closing Date) and remain the representations and warranties set forth in full force Section 2.11(a) (a) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization which shall survive the Merger and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration of continue until the applicable statute of limitations (including extensionshas expired), all of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger and continue until the one-year anniversary of the Closing Date (the “Expiration Date”). For the avoidance of doubt, each provision of Article 1 and all corresponding Schedules shall survive until the satisfaction of all obligations described therein, and each provision of Article 9 and Article 10 shall survive so long as it is relevant to any other surviving provision. No action or proceeding may be instituted to enforce, or seek damages or other remedies with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period the breach of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice after the expiration of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any survival for such representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7described above.

Survival of Representations, Warranties, Covenants and Agreements. The (a) All of the representations and warranties of Seller and Buyer contained in this Agreement, any Related Agreement, or in any certificate or other instruments delivered pursuant to this Agreement and all covenants and agreements of Seller and Buyer contained in this Agreement that are to be performed in their entirety prior to the Closing shall survive the Closing until, and shall terminate on, the date that is fifteen (15) months after the Closing Date (the expiration of such period, the “Survival Date”); provided, however, that the representation and warranties of Seller contained in this Agreement (i) Section 3.01(a) (Organization of the Target Companies), Section 3.02 (Authorization of Transaction; Binding Effect) and Section 3.04 (Capitalization; Subsidiaries) (collectively, the other Transaction Documents “Fundamental Representations”) shall survive the Closing and remain in full force (a) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements)until, and shall terminate on the expiration of the applicable statute of limitations (the “Fundamental Rep Survival Date”) and (ii) Section 3.7 3.11 (Leased Real Property; Tangible Property; Title to Acquired Assets)Tax Matters) and Section 3.17 (Employee Benefits) will survive the Closing until, 65 and shall terminate on, the date that is thirty (b30) for a period of sixty (60) calendar days following the expiration of the applicable statute of limitations (including extensionsthe “Extended Rep Survival Date”), with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7.

Survival of Representations, Warranties, Covenants and Agreements. The representations Notwithstanding any right of the Purchasers (whether or not exercised) to investigate the affairs of the Sellers or the Company (whether pursuant to Section 5.1 or otherwise) or a waiver by the Purchasers of any condition to Closing set forth in Article 6, the Purchasers shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller the other party contained in this Agreement and or in any instrument delivered pursuant to this Agreement. The indemnification obligations of the other Transaction Documents Sellers in Section 7.2 insofar as such indemnification obligations relate to tax or labor matters shall survive the Closing and remain in full force continue until the fifth (a5th) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval anniversary of Agreements)the Closing, and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration all of the applicable statute other indemnification obligations of limitations (including extensions), with respect to matters covered by the Sellers in Section 3.9 (Tax Matters), 7.2 and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement Purchasers and the other Transaction Documents Company in Section 7.3 shall survive the Closing and remain continue until the third (3rd) anniversary of the Closing (the “Expiration Date”); provided, however, that all of the representations and warranties made by the Company contained in full force (x) indefinitelythis Agreement or in any instrument delivered pursuant to this Agreement shall expire upon the Closing. For the avoidance of doubt, each provision of Article 1 and all corresponding sections of the Company Disclosure Schedule shall survive until the satisfaction of all obligations described therein, and each provision of Article 9 and Article 10 shall survive so long as it is relevant to any other surviving provision. No Action or Proceeding may be instituted to enforce, or seek damages or other remedies with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization the breach of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice after the expiration of a breach thereof shall have been timely given to the breaching party by the other party on period of survival for such representation or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved warranty as provided in this ARTICLE 7described above.

Survival of Representations, Warranties, Covenants and Agreements. The Notwithstanding any right of the Purchaser (whether or not exercised) to investigate the affairs of the Company or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of Seller another party contained in this Agreement or the waiver of any condition to Closing, the Company, on the one hand, and the Purchaser, on the other Transaction Documents shall hand, 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 the Company and the Purchaser contained in this Agreement will survive the Closing and remain in full force (a) indefinitely, indefinitely with respect to Section 3.1 (Organizationthe covenants and agreements herein and the representations and warranties contained in Sections 3.1, Power3.2, Standing)3.3, Section 3.2 (Authorization 3.4 and Approval of Agreements), 3.10 and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), 4.1 and 4.4 and (b) for a period until the third anniversary of sixty (60) days following the expiration of the applicable statute of limitations (including extensions), with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties representations and covenantswarranties, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iiib) above will continue to survive if a written notice of a breach thereof Claim Notice (as defined below) or Indemnity Notice (as defined below), as applicable, shall have been timely given to the breaching party by the other party under Article IX on or prior to such termination date, until the related claim for indemnification is has been satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitelyArticle IX, but only with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation matters described in such Claim Notice or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. The Notwithstanding any right of Jan Xxxx (xxether or not exercised) to investigate the affairs of the Company, the Company or any Subsidiary or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of Seller the other party contained in this Agreement or the waiver of any provision hereof, the Company, on the one hand, and Jan Xxxx, xx the other Transaction Documents shall hand, 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 the Company and Jan Xxxx xxxtained in this Agreement (a) will survive the Closing and remain in full force (a) indefinitely, Date with respect to Section 3.1 (Organizationthe covenants contained in Sections 4.03, Power, Standing), Section 3.2 (Authorization and Approval of Agreements)4.04, and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets)4.10 hereof for the time periods indicated in such sections, (b) for a period of sixty (60) days following will expire on the expiration of the applicable statute of limitations (including extensions), Closing Date with respect to matters covered by Section 3.9 (Tax Matters)the representations and warranties contained in Sections 2.07, 2.13, 2.15, 2.16, 2.18, 2.20, 2.21, 2.23, 2.24, 2.25, 2.27, and 2.28 hereof (c) for a period will survive the Closing Date until the second anniversary of twenty-four (24) months following the Closing Date with respect to all other representations, representations and warranties and covenants, except that any representation covenant or warranty that would otherwise terminate agreement to be performed in accordance with clause (i), (ii), whole or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party in part on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitelyprovided, with respect however, that subsequent to Section 5.1 (Organizationthe Closing Date, Corporate Powerclaims by or on behalf of Jan Xxxx xxxerting the breach of any representation, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following warranty covenant or agreement that survives the Closing Date with respect pursuant to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate this Article VI may be brought only in accordance with clause (x) the Joinder Agreements and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7arrangements contemplated thereby.

Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller the Sellers, the Company and Buyer contained in this Agreement and the other Transaction Documents shall will survive the Closing and remain in full force (ai) indefinitely, with respect to Section 3.1 the Fundamental Representations and Warranties (Organization, Power, Standingexcept with respect to the representations and warranties contained in Sections 3.8(a)-(g), Section 3.2 (Authorization and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of which shall survive until sixty (60) days following the expiration of the applicable statute of limitations limitations) and the representations and warranties contained in Sections 5.1 and 5.3, in each case which shall survive until thirty six (including extensions), with respect to matters covered by Section 3.9 (Tax Matters), 36) months from the Closing Date; and (cii) for a period of twenty-four until twelve (2412) months following from the Closing Date with respect to in the case of all other representationsrepresentations and warranties (other than the representations and warranties contained in Sections 3.8(h)-(i) and Section 4.14, warranties and covenantswhich shall survive until sixty (60) days following the expiration of the applicable statute of limitations); provided, except however, that any representation or representation, warranty that would otherwise terminate in accordance with clause (i), ) or (ii), or (iii) will continue to survive if a written notice of a breach thereof claim shall have been timely given to the breaching party by the other party under this Article 9 on or prior to such termination datethe date on which it otherwise would terminate, until the related claim for indemnification is has been satisfied or otherwise resolved as provided in this ARTICLE 7Article 9. The representations and warranties of Buyer or Buyer contained Except as otherwise expressly provided in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitelyAgreement, with respect for purposes of claims for indemnification under this Article 9, each covenant hereunder to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party be performed on or prior to such termination datethe Closing Date shall survive until twelve (12) months from the Closing Date, and each covenant hereunder to be performed following the Closing shall survive in accordance with its terms until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7fully performed.

Survival of Representations, Warranties, Covenants and Agreements. The representations Notwithstanding any right of the Purchaser (whether or not exercised) to investigate the affairs of the Shareholders or the Company (whether pursuant to Section 5.1 or otherwise) or a waiver by the Purchaser of any condition to Closing set forth in Article 6, the Purchaser shall have the right to rely fully upon the representations, warranties, covenants and warranties agreements of Seller the other party contained in this Agreement or in any instrument delivered pursuant to this Agreement. Except for the representations and the other Transaction Documents warranties set forth in Sections 2.2, 2.3(a), 2.11, 2.14, 2.19, and 2A.1 (which shall survive the Closing and remain in full force (a) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration of continue until the applicable statute of limitations (including extensionshas expired), with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period all of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents or in any instrument delivered pursuant to this Agreement shall survive the Closing and remain continue until the third anniversary of the Closing (the “Expiration Date”); provided, however, that all of the representations and warranties made by the Company contained in full force (x) indefinitelythis Agreement or in any instrument delivered pursuant to this Agreement shall expire upon the Closing. For the avoidance of doubt, each provision of Article 1 and all corresponding Schedules shall survive until the satisfaction of all obligations described therein, and each provision of Article 9 and Article 10 shall survive so long as it is relevant to any other surviving provision. No Action or Proceeding may be instituted to enforce, or seek damages or other remedies with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization the breach of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice after the expiration of a breach thereof shall have been timely given to the breaching party by the other party on period of survival for such representation or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved warranty as provided in this ARTICLE 7described above.

Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties of Seller the Parties contained herein shall not survive the Closing; provided, however, that (i) the representations and warranties of the Sellers contained in Section 3.8 (Taxes) shall survive as provided in Section 6.2, (ii) the representations and warranties of the Sellers contained in Section 3.6 (Absence of Undisclosed Liabilities; Special Purpose Entities), shall survive the Closing for a period of twelve (12) months and (iii) the representations and warranties contained in Sections 3.1(b), 3.1(c), 3.9, 3.16(a) and 3.16(c) shall survive the Closing indefinitely. All covenants and agreements set forth in Article I, and any covenants and agreements contained in this Agreement and that contemplate or provide for any rights, obligations or actions of any Party after the other Transaction Documents Closing, shall survive the Closing and remain until they are fully performed or terminated in full force (a) indefinitely, accordance with respect 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 or the Buyer may be made following the termination of the applicable survival period; it being understood that in the event notice of any claim for indemnification under Section 9.1 shall have been given on or prior to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration of the applicable statute of limitations (including extensions)survival period, with respect to matters covered by Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7. The representations and warranties that are the subject of Buyer or Buyer contained in this Agreement and the other Transaction Documents such indemnification claim shall survive the Closing until such time as such claim is finally resolved and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except claim that any representation or warranty that would was otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof timely made shall have been timely given to the breaching party not thereafter be barred by the other party on or prior to such termination date, until expiration of the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7survival period.

Survival of Representations, Warranties, Covenants and Agreements. The Each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement or in any certificate delivered pursuant to Section 6.02(a) or Section 6.03(a) of this Agreement. All representations and warranties of Seller the Shareholders, all covenants and agreements of the Shareholders that by their terms are to be performed on or prior to either Closing Date, all representations and warranties of Buyer and all covenants and agreements of Buyer that by their terms are to be performed on or prior to either Closing Date that are contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive each Closing and continue until December 15, 2012, except that the representations and warranties contained in Sections 2.04, 2.08(b), 2.15, 2.19, 2.20 and 2.21 shall survive until the third anniversary of the AECsoft Closing Date and the other Transaction Documents representations and warranties contained in Section 2.16 shall survive until the Closing and remain in full force ninetieth (a90th) indefinitely, with respect to Section 3.1 (Organization, Power, Standing), Section 3.2 (Authorization and Approval of Agreements), and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days day following the expiration of all statutes of limitations applicable to the subject matter thereof; provided, however, that if, at any time prior to the applicable statute of limitations expiration date for any representation and warranty, (including extensions), i) any Buyer Indemnified Party (as defined below) delivers a written notice asserting a claim for recovery under Section 7.02 with respect to matters covered by such representation and warranty or (ii) any Shareholder Indemnified Party (as defined below) delivers a written notice asserting a claim for recovery under Section 3.9 (Tax Matters), and (c) for a period of twenty-four (24) months following the Closing Date 7.03 with respect to all other representationssuch representation and warranty, warranties then such representation and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (i), (ii), or (iii) will continue to shall survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to expiration date until such termination date, until the related time as such claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7fully and finally resolved. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitelySections 2.04, with respect to Section 5.1 (Organization, Corporate Power, Authority2.08(b), Section 5.2 (Authorization of Agreement)2.15, 2.16, 2.19, 2.20 and (y) for a period of period of twenty-four (24) months following 2.21 are referred to herein collectively as the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7“Fundamental Representations”.

Survival of Representations, Warranties, Covenants and Agreements. The All representations and warranties and all covenants and obligations set forth in this Agreeinent shall terminate at the Effective Time (the "Expiration Date") and following the Effective Time no party hereto shall have any recourse with respect to any breach of Seller contained any such representation, warranty, covenant or obligation, except that the covenants and obligations of the Parties in this Agreement and all or a portion of which are to be performed at or after the other Transaction Documents Closing shall survive the Closing and remain in full force accordance with the terms thereof (a) indefinitelyand, if no term is specified, shall survive the Closing for the maximum period permitted by applicable Law (including 10 Del. C. 8106(c))). Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties hereto, to the extent permitted by applicable Law, that the Expiration Date supersede any applicable statutes of limitations with respect to Section 3.1 (Organizationthe applicable representations and warranties, Power, Standing), Section 3.2 (Authorization covenants and Approval of Agreements), obli ations. The covenants and Section 3.7 (Leased Real Property; Tangible Property; Title to Acquired Assets), (b) for a period of sixty (60) days following the expiration eements of the applicable statute of limitations (including extensions), with respect to matters covered by Section 3.9 (Tax Matters), Securi holders set forth in Sections 7.2 a and (c7.2(b) for a period of twenty-four (24) months following below shall survive the Closing Date with respect until the date that is two (2) years after the Closing Date; provided, that to all other representations, warranties and covenants, except that the extent any representation or warranty that would otherwise terminate Parent Indemnified Party delivers a notice of a claim in accordance with clause Section 7.3(a) (i), (ii), or (iiiClaims - Notice) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination the survival date, such covenants and agreements shall continue and survive beyond such date solely in respect of such claim, until the related such claim for indemnification is satisfied or otherwise has been resolved as provided in this ARTICLE 7. The representations and warranties of Buyer or Buyer contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitely, with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7provisions hereof.

Survival of Representations, Warranties, Covenants and Agreements. The Subject to the provisions contained in Section 11.7, the representations and warranties in Articles 1, 3 and 4 or in any Schedule or Exhibit shall survive the execution and delivery of Seller contained this Agreement and consummation of the transactions provided for in this Agreement until the second anniversary of the Transfer Date, notwithstanding any investigation heretofore or hereafter made by or on behalf of the respective Parties; provided, however, that the representations and the other Transaction Documents warranties contained in Section 3.6(d) (Environmental Matters) shall survive until the Closing fifth anniversary of the Transfer Date, the representations and remain warranties contained in full force Section 3.6(e) (a) indefinitely, with respect to Section 3.1 (Organization, Power, StandingSurvey Matters), Section 3.2 3.6(f) (Authorization Real Estate Liens and Approval of Agreements), Encumbrances) and Section 3.7 3.18 (Leased Real Property; Tangible Property; Title to Acquired Assets), (bTaxes) for a period of sixty (60) days following shall survive until the expiration of the applicable statute of limitations limitations, and the representations and warranties contained in Section 3.5 (including extensions)Absence of Liens and Encumbrances) which may be made at any time, Section 11.1(b) which may be made at any time, Section 11.1(c) which may be made at any time (other than claims with respect to matters covered by Section 3.9 (Tax MattersTaxes, which must be made prior to the expiration of the applicable statute of limitations), and (c) for a period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation or warranty that would otherwise terminate in accordance with clause (iSections 11.1(e), (iif), (g), Sections 11.2(b), (c), (e) or (iii) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination datef), until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7which may be made at any time. The representations covenants and warranties agreements hereunder that contemplate performance after the Transfer Date shall survive the execution and delivery of Buyer or Buyer contained this Agreement and consummation of the transactions provided for in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force (x) indefinitely, continue until all obligations with respect to Section 5.1 (Organization, Corporate Power, Authority), Section 5.2 (Authorization of Agreement), and (y) for a period of period of twenty-four (24) months following the Closing Date with respect to all other representations, warranties and covenants, except that any representation thereto shall have been performed or warranty that would otherwise terminate shall have been terminated in accordance with clause (x) and (y) will continue to survive if a written notice of a breach thereof shall have been timely given to the breaching party by the other party on or prior to such termination date, until the related claim for indemnification is satisfied or otherwise resolved as provided in this ARTICLE 7their terms.