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

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer (whether or not exercised) to investigate the affairs of any of Target or the Shareholders 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 or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date 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 and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties contained in Sections 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any anything to the contrary in this Agreement, the right of Buyer AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or not exercisedimputed) acquired at any time by such party with respect to investigate the affairs accuracy or inaccuracy of or compliance with or performance of any of Target representation, warranty, covenant, agreement or obligation or by the Shareholders or waiver 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 or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement and the Ancillary Agreementscondition. The representations, warranties, covenants and agreements of Target Linkage, the Key Linkage Shareholders and Buyer AsiaInfo contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 3.1 (Organization and Good Standing; Qualification2.3, 2.4(a), 3.2 (Capitalization)2A.1 and 2A.2, 3.3 (Transactions in Capital Stock)3.2, 3.6 (Authorization and Validity3.3(a) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization3.3(b), (b) until the third anniversary of the Closing Date 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 and (c) until sixty (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 Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties contained and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in Sections 3.13 whole or in part on or prior to the Closing, or (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Mattersd) and 3.34 (Disclosure) (as it relates with respect to such Sections) and each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (cd) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in Article 10 hereof but only respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to matters described indemnification set forth in the Claim Notice or Indemnity NoticeSection 8.2 and Section 8.3.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding All representations, warranties, covenants and agreements set forth in this Agreement, the Transaction Documents or in any right of Buyer (whether writing or not exercised) to investigate the affairs of any of Target certificate delivered in connection with this Agreement or the Shareholders transactions contemplated by this Agreement shall survive the Closing Date except (and the only to the extent) as otherwise provided below. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 6.2(a)(i)(A) or Section 6.2(a)(ii)(A) unless written notice of a claim thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the twenty-four (24) month anniversary of the Closing Date; provided, however, that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any right of any party (whether Loss arising from or not exercised) related to investigate the accuracy a breach of the representations and warranties of the other party contained Principal and Seller set forth in this Agreement Section 3.9 (Taxes) or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date 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 and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties contained in Sections 3.13 (Employee Matters), 3.14 Section 3.16 (Employee Benefit Plans), 3.21 the Applicable Limitation Date shall be the 30th day after expiration of the statute of limitations (Taxes), 3.29 (Environmental Mattersincluding any extensions thereto to the extent that such statute of limitations may be tolled) and 3.34 (Disclosure) (as it relates applicable to the Tax which gave rise to such SectionsLoss, (ii) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described any Loss arising from or related to a breach of the representations and warranties of the Principal and Seller set forth in Section 3.1 (Organization and Corporate Power), Section 3.2 (Authorization of Transactions), Section 3.3 (Capitalization), Section 3.7(b) (Redemption of Stock and Payment of Dividends), Section 3.19 (Affiliate Transactions), Section 3.22 (Indebtedness), Section 4.1 (Authorization of Transactions), or Section 4.3 (Shares), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever), (iii) with respect to any Loss arising from or related to a breach of the Claim Notice representations and warranties of the Company and Seller set forth in Section 3.21 (Environmental), the Applicable Limitation Date shall be the fifth anniversary of the Closing Date and (iv) with respect to any Loss arising from or Indemnity Noticerelated to a breach of the representations and warranties of Buyer set forth in Section 5.2 (Authorization of Transactions), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever).

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer Buyer, Subsidiary or the Company (whether or not exercised) to investigate the affairs of any of Target Buyer, Subsidiary or the Shareholders or any right of any Company, each party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement and or in any instrument required to be delivered hereunder; provided, however, that, except in the Ancillary Agreementscase of fraud (i.e., an intentional breach of a representation, warranty, covenant or agreement, but excluding any negligent or reckless breach), no reliance can be made on, or claim made in respect of, any representation, warranty, covenant or agreement specific compliance with which was waived in writing, including the waiver of any related closing condition contained in Article 6. The representations, warranties, covenants and agreements of Target the Shareholders Company, Buyer and Buyer Subsidiary contained in this Agreement will survive the Closing (a) indefinitely with respect or in any instrument delivered pursuant to the representations and warranties contained in Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date with respect to all other representations and warranties and any covenant this Agreement that by their terms apply or agreement are to be performed in whole or in part after the Effective Time shall survive the Effective Time. The representations and warranties of the Company, Buyer and Subsidiary contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger and continue until the filing of Buyer's Annual Report on or prior to Form 10-K for the fiscal year ending December 31, 1999, except for the representations and warranties set forth in Sections 3.12, 3.15, 3.17, 3.19, 3.22, 3.24, 3.30, which shall continue until the first anniversary of the Closing and Date (c) until sixty (60) calendar days after the expiration "Expiration Date"). Each of all applicable statutes of limitation (including all periods of extensionthe parties hereto agrees that, whether automatic or permissive) with respect to except for the representations and warranties contained in Sections 3.13 (Employee Matters)this Agreement, 3.14 (Employee Benefit Plans)none of Buyer, 3.21 (Taxes)Subsidiary or the Company has made any representations or warranties, 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) except for the representations and each other covenant or agreement warranties contained in this Agreement, except each of Buyer, Subsidiary and the Company acknowledges that any representation, warranty, covenant no representations or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall warranties have been timely given under Article 10 hereof on made by, and it has not relied upon any representations or prior to such termination datewarranties made by, until any of the related claim for indemnification has been satisfied parties hereto or otherwise resolved as provided in Article 10 hereof but only any of their respective officers, directors, employees, agents, financial and legal advisors or other representatives (collectively, "Representatives") with respect to matters described in this Agreement and the Claim Notice transactions contemplated hereby, and the documents and instruments referred to herein, notwithstanding the delivery or Indemnity Noticedisclosure to such party or its Representatives of any documentation or other information with respect to any one or more of the foregoing. The inclusion of any entry on the Disclosure Schedule shall not constitute an admission by, or agreement of, the Company that such matter is material to the Company.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding Each representation, warranty, covenant and agreement contained herein and any right of Buyer (whether or not exercised) certificate required to investigate the affairs of any of Target or the Shareholders 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 be delivered under this Agreement related to any such representation, warranty, covenant or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement agreement will survive the Closing and continue in full force and effect; provided, however, that (ai) indefinitely any claim by a Purchaser Indemnified Party under Section 10.2(a)(i), other than with respect to a claim relating to a Fundamental Representation, may be made on or before the representations date that is twelve (12) months after the Closing Date and warranties contained in Sections 3.1 not thereafter, (Organization and Good Standing; Qualificationii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i) relating to a breach of Section 4.1 (Organization), 3.2 Section 4.2 (Due Authorization), Section 4.5 (Capitalization), 3.3 Section 4.12 (Transactions in Capital StockTaxes), 3.6 Section 4.13 (Authorization Brokers’ Fees), the first sentence of Section 4.15 (Title to Assets), and Validity) and 3.34 Section 4.26 (DisclosureSolvency) (as it relates to such Sectionscollectively, the “Fundamental Representations”) and Sections 4.1 may be made on or before the date that is the later of (Organization and Good StandingA) and 4.2 five (Corporate Power and Authorization), (b5) until the third anniversary of years after the Closing Date 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 and (cB) until sixty (60) calendar days after the expiration of all the applicable statutes statute or period of limitation limitations (including all periods any extension of extensionsuch statute or period of limitations), and not thereafter, (iii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(ii) or a Seller Indemnified Party under Section 10.2(b)(ii) may be made on or before the date that is eighteen (18) months after the Closing Date and not thereafter (except that such covenants and agreements to be performed following the Closing shall survive the Closing and continue thereafter in accordance with their terms), (iv) any claim by a Purchaser Indemnified Party under Sections 10.2(a)(iii) through (v) may be made on or before the date that is the later of (A) five (5) years after the Closing Date or (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter and (v) any claim by a Purchaser Indemnified Party relating to Fraud may be made at any time following the Closing and the Purchaser Indemnified Parties shall be entitled to indemnification therefor under this Article X indefinitely. The Liability of an indemnifying Party with respect to any indemnification claim timely made hereunder shall continue until the indemnifying Party’s Liability therefor has been finally determined and fully satisfied. The Purchaser Indemnified Parties’ rights to indemnification or payment of Damages under this Article X or any of their other rights shall not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) by, on behalf of or for the benefit of Purchaser at any time, whether automatic before or permissive) after the execution and delivery of this Agreement or the Closing, with respect to the representations and warranties contained in Sections 3.13 (Employee Matters)accuracy or inaccuracy of, 3.14 (Employee Benefit Plans)or compliance with, 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate of any Seller in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity Noticethis Agreement.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding The representations and warranties of the Company, the Vendors and Buyer contained in this Agreement shall survive the closing of the Acquisition and continue until 11:59 p.m. Ottawa time on the day which is eighteen (18) months after the date on which the Closing occurs (the “Expiration Date”); except for: (a) the representations and warranties of the Company set forth in Section 3.9 (Taxes), which shall survive until the date that is ninety (90) days following the last day upon which any right of Buyer (whether the relevant Tax Authority is entitled to assess or not exercised) reassess the Company or any Subsidiary with respect to investigate any Tax, for any taxation year ending on or before the affairs Closing Date or related to the portion of any straddle period up to the Closing Date, and if any assessment or reassessment is made by the Relevant Tax Authority with respect to any such taxation year or portion of Target or any straddle period up to the Shareholders Closing Date, until such time that the relevant Tax Authority may raise claims against the Company or any right of its Subsidiaries with respect to such assessment or reassessment; (b) any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the Company set forth in Section 3.17 (Intellectual Property), which shall survive until the date that is 24 months after the date on which the Closing occurs; and (c) any of the representations and warranties of the Company set forth in Sections 3.1 (Organization and Qualification), 3.2 (Authority Relative to this Agreement), 3.3 (Company Shares) and 3.4 (No Subsidiaries) (collectively, the “Fundamental Company Reps”) or the Vendors set forth in Sections 2.1 (Organization), 2.2 (Power; Authorization), 2.3 (Title to Company Shares), which shall survive until the lapse of the applicable limitation period under the Limitations Act, 2002 (Ontario); and no claim for indemnification pursuant to this Article 8 may be made after such dates. Nothing in this Section 8.1 or any other party provision of this Agreement (i) shall be construed to limit the survival of any representation or warranty of any Person other than Buyer, the Vendors and the Company set forth in any of the Ancillary Agreements, which shall survive the closing of the Acquisition and continue for the time periods set forth therein (or, if no time period is set forth therein, the applicable limitation period under the Limitations Act, 2002 (Ontario), or (ii) shall be construed to limit the survival of any covenant or agreement of the Buyer, the Vendors, the Company or any other Person contained in this Agreement or any of the Ancillary Agreement Agreements, which shall survive the closing of the Acquisition and continue for the time periods set forth therein (or, if no time period is set forth herein or any waiver of any provision hereoftherein, Buyerthe applicable limitation period under the Limitations Act, on the one hand2002 (Ontario)), and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, other than covenants and agreements of the other contained in this Agreement and Company, the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders Vendors and Buyer contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date with respect to all other representations and warranties and any covenant or agreement which by their terms are to be wholly performed in whole or in part on or prior to the Closing and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties contained in Sections 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity NoticeClosing.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer (whether or not exercised) to investigate the affairs of any of Target or the Shareholders 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 or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, hereto shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties hereto contained in this Agreement and in any certificate delivered by any other party hereto at the Closing without regard to investigation or knowledge. If the Merger is consummated, all of the representations and warranties of the Company contained in this Agreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement will Company Transaction Certificates shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement (a) indefinitely with respect to except as set forth in the representations and warranties contained in Sections 3.1 (Organization and Good Standing; QualificationDisclosure Letter), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third date that is the eighteen (18) month anniversary of the Closing Date (the “Holdback Period”); provided, however, that the representations and warranties of the Company contained in Section 2.1 (Organization, Standing and Power), Section 2.4 (Authority and Enforceability), Section 2.5 (Non-Contravention) (other than Section 2.5(c)(i)), Section 2.8 (Capital Structure), Section 2.19 (Taxes), and Section 2.28 (Finders’ Fees; Transaction Expenses), and in any Company Transaction Certificate (in each case, as modified by the Disclosure Letter) (the “Fundamental Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations, if any, plus a period of thirty (30) days, or if no statute of limitations is applicable, for ten years after the Closing Date; provided, further, that the representations and warranties set forth in Section 2.17 (Intellectual Property) (the “IP Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is the thirty-six (36) month anniversary of the Closing Date. No right to indemnification pursuant to Article VIII in respect of any specific claim that is asserted in an Officer’s Certificate properly delivered to the Company Holders’ Agent in accordance with respect Section 8.4 hereof prior to all the expiration of the 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 any 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 Closing; provided, however, that such expiration shall not affect the rights of any Holder to seek recovery of Damages arising out of any Fraud by Acquiror or Merger Sub and provided, further, that the representations and warranties and acknowledgements of Acquiror contained in Section 3.6 shall survive indefinitely. 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 tenth anniversary of the Closing or for the period explicitly specified therein; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim based on any breach of a covenant or agreement to shall be performed in whole or in part on or prior to the Closing and (c) until sixty (60) calendar days after affected by the expiration of all applicable statutes of limitation (including all periods of extensionsuch covenant; provided, whether automatic or permissive) with respect further, that the Indemnified Persons’ right to the representations indemnification for Company Holder Taxes will remain operative and warranties contained in Sections 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) full force and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, effect until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in expiration of the Claim Notice or Indemnity Noticeapplicable statute of limitations plus a period of thirty (30) days.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer Purchaser (whether or not exercised) to investigate the affairs of any of Target or the Shareholders 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 or any Ancillary Agreement or any waiver of any provision hereofAgreement, Buyer, on the one hand, Sellers and Target and Shareholders, on the other, Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement and the Ancillary AgreementsAgreement. The representations, warranties, covenants and agreements of Target the Shareholders Sellers and Buyer Purchaser contained in this Agreement will survive the Closing (a) indefinitely with respect to (i) the representations and warranties contained in Sections 3.1 2.02, 2.04, 2.05 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (but only insofar as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorizationthe capital stock of the Subsidiaries), 2.24, 2.33, 3.02 and 3.08 and (ii) the covenants and agreements contained in Sections 1.05, 4.09, 14.03 and 14.05; (b) until the third anniversary of the Closing Date 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 and (c) until sixty (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 (i) Section 2.13 and Article VIII, (ii) (insofar as they relate to ERISA or the Code) Section 2.16 and Article IX and (iii) Section 2.26; (c) until the second anniversary of the Closing Date in the case of all other representations and warranties contained and any covenant or agreement to be performed in Sections 3.13 whole or in part on or prior to the Closing or (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Mattersd) and 3.34 (Disclosure) (as it relates with respect to such Sections) and each other covenant or agreement contained in this Agreement, except 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 (b), (c) or (cd) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity NoticeXI.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding Each representation, warranty, covenant and agreement contained herein and any right of Buyer (whether or not exercised) certificate required to investigate the affairs of any of Target or the Shareholders 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 be delivered under this Agreement related to any such representation, warranty, covenant or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement agreement will survive the Closing and continue in full force and effect; provided, however, that (ai) indefinitely any claim by a Purchaser Indemnified Party under Section 10.2(a)(i), other than with respect to a claim relating to a Fundamental Representation, may only be made on or before the representations and warranties contained in Sections 3.1 date that is twelve (Organization and Good Standing; Qualification12) months after the Closing Date, (ii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i) relating to a breach of Section 4.1(Organization), 3.2 Section 4.2 (Due Authorization), Section 4.4 (Capitalization), 3.3 Section 4.10 (Transactions in Capital Stock), 3.6 (Authorization and ValidityBrokers’ Fees) and 3.34 Section 4.14 (DisclosureSolvency) (as it relates to such Sectionscollectively, the “Fundamental Representations”) and Sections 4.1 may be made on or before the date that is the later of (Organization and Good StandingA) and 4.2 five (Corporate Power and Authorization), (b5) until the third anniversary of years after the Closing Date 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 and (cB) until sixty (60) calendar days after the expiration of all the applicable statutes statute or period of limitation limitations (including all periods any extension of extensionsuch statute or period of limitations), and not thereafter, (iii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(ii) or a Seller Indemnified Party under Section 10.2(b)(ii) may be made on or before the date that is eighteen (18) months after the Closing Date and not thereafter (except that such covenants and agreements to be performed following the Closing shall survive the Closing and continue thereafter in accordance with their terms), (iv) any claim by a Purchaser Indemnified Party under Sections 10.2(a)(iii) through (v) may be made on or before the date that is the later of (A) five (5) years after the Closing Date or (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter and (v) any claim by a Purchaser Indemnified Party relating to Fraud may be made at any time following the Closing and the Purchaser Indemnified Parties shall be entitled to indemnification therefor under this Article X indefinitely. The Liability of an indemnifying Party with respect to any indemnification claim timely made hereunder shall continue until the indemnifying Party’s Liability therefor has been finally determined and fully satisfied. The Purchaser Indemnified Parties’ rights to indemnification or payment of Damages under this Article X or any of their other rights shall not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) by, on behalf of or for the benefit of Purchaser at any time, whether automatic before or permissive) after the execution and delivery of this Agreement or the Closing, with respect to the representations and warranties contained in Sections 3.13 (Employee Matters)accuracy or inaccuracy of, 3.14 (Employee Benefit Plans)or compliance with, 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate of Seller in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity Noticethis Agreement.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer (whether or not exerciseda) to investigate the affairs of any of Target or the Shareholders or any right of any party (whether or not exercised) to investigate the accuracy of the The representations and warranties of the other party contained in this Agreement or any Ancillary Agreement or any waiver of any provision hereofmade by Seller, Buyer, on the one hand, Parent and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained Buyer in this Agreement and the Ancillary Agreements. The representationsin any certificate or other writing delivered by or on behalf of Seller, warranties, covenants and agreements of Target the Shareholders Parent and Buyer contained in pursuant to the terms of this Agreement will shall survive the Closing until (a) indefinitely with respect to the and claims based upon or arising out of such representations and warranties may be asserted at any time before) one (1) year after the Closing Date; provided, however, that the representations or warranties contained in Sections 3.1 Section 4.1 (Organization of Seller and Good Standingthe Company; QualificationSubsidiaries and Investments), 3.2 Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), 3.3 Section 4.12 (Transactions in Capital StockEnvironmental Matters), 3.6 Section 4.16 (Authorization Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and ValidityConsents) and 3.34 Section 5.8 (DisclosureBrokers) shall survive the Closing until, and may be asserted at any time prior to, the later of the date that is forty-five (as it relates 45) days after the expiration of the statute of limitations (giving effect to such Sectionsany waiver, mitigation or extension thereof mutually agreed to by the Parties) applicable thereto and Sections 4.1 the date that is forty-five (Organization and Good Standing45) and 4.2 (Corporate Power and Authorization), (b) until days after the third anniversary of the Closing Date (with respect to all other representations any given representation and warranties warranty, the “Survival Period”). The expiration of the Survival Period with respect to a given representation and warranty provided herein shall not affect a Party in respect of any covenant or agreement to be performed claim asserted by such Party in whole or reasonable detail in part on or a writing received by the Indemnifying Party prior to the Closing and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) the Survival Period provided in this Agreement with respect to the representations such representation and warranties contained in Sections 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing Date. Notwithstanding the foregoing, no Party shall be entitled to recover for any right Losses pursuant to Section 7.1 or Section 7.2 unless written notice of Buyer a claim thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the first anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (whether i) with respect to any Losses arising from or not exercised) related to investigate the affairs of any of Target or the Shareholders or any right of any party (whether or not exercised) to investigate the accuracy a breach of the representations and warranties of the other party contained Seller set forth in this Agreement or any Ancillary Agreement or any waiver of any provision hereofSection 3.16 (Taxes), Buyer, on the one hand, and Target and Shareholders, on Applicable Limitation Date shall be the other, have the right to rely fully upon the representations, warranties, covenants and agreements 30th day after expiration of the other contained in this Agreement and statute of limitations (including any extensions thereto to the Ancillary Agreements. The representationsextent that such statute of limitations may be tolled) applicable to the Tax which gave rise to such Loss, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement will survive the Closing (aii) indefinitely with respect to any Losses arising from or related to a breach of the representations and warranties contained of the Seller set forth in Sections Section 3.1 (Organization and Good Standing; QualificationCorporate Power), Section 3.2 (CapitalizationAuthorization of Transactions), Section 3.3 (Transactions in Capital StockAbsence of Conflicts), 3.6 Section 3.11 (Authorization Title), and Validity) Section 3.10 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorizationwarranties shall survive forever), (biv) until with respect to any Losses arising from or related to a breach of the representations and warranties of the Buyer set forth in Section 4.2 (Authorization of Transactions) and Section 4.4 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever) and (v) for third party claims arising under Section 7.1(a)(iv) or Section 7.2(iv), the Applicable Limitation Date shall be the fourth anniversary of the Closing Date 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 and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties contained in Sections 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity NoticeDate.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer (whether or not exercised) to investigate the affairs of any of Target or the Shareholders 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 or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the All representations, warranties, covenants and agreements of the other contained set forth in this Agreement and Agreement, the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained Transaction Documents or in any writing or certificate delivered in connection with this Agreement will or the transactions contemplated by this Agreement shall survive the Closing (aDate. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 8.2(a)(i) indefinitely or Section 8.2(b)(i) unless written notice of a claim thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the second anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the representations and warranties contained in Sections 3.1 following Losses shall be as follows: (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date 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 and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissivei) with respect to any Loss arising from or related to a breach of the representations and warranties contained of Seller set forth in Sections 3.13 Section 5.8 (Employee Matters), 3.14 Taxes) or Section 5.14 (Employee Benefit Plans), 3.21 the Applicable Limitation Date shall be the 30th day after expiration of the applicable statute of limitations (Taxesincluding any extensions thereto to the extent that such statute of limitations may be tolled), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates if any, giving rise to such SectionsLoss, (ii) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described any Loss arising from or related to a breach of the representations and warranties of Seller set forth in Section 5.1 (Organization and Corporate Power), Section 5.2 (Authorization of Transactions), clauses (i), (iii) and (iv) of Section 5.4 (Absence of Conflicts), clause (i) of the Claim Notice first sentence of Section 5.10(b) (Title to Proprietary Rights) or Indemnity NoticeSection 5.18 (Title to Property), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive indefinitely) and (iii) with respect to any Loss arising from or related to a breach of the representations and warranties of Buyer set forth in Section 6.1 (Organization and Corporate Power) or Section 6.2 (Authorization of Transactions) or Section 6.3 (No Conflicts), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive indefinitely). The covenants and agreements of each Party set forth in this Agreement shall survive forever.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer (whether or not exercised) to investigate the affairs of any of Target or the Shareholders 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 or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the All representations, warranties, covenants and agreements of set forth in this Agreement, the other contained Transaction Documents or in any writing or certificate expressly required to be delivered pursuant to this Agreement and the Ancillary Agreements. The representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement will shall survive the Closing (aDate. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 6.2(a)(i) indefinitely or Section 6.2(b)(i) unless written notice of a claim thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the 12-month anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a breach of the representations and warranties contained of Sellers set forth in Sections Section 3.1 (Organization and Good Standing; QualificationAuthorization of Transaction), Section 3.2 (CapitalizationAbsence of Conflicts), 3.3 Section 3.4(a) (Transactions in Capital StockTitle to Purchased Assets); and Section 3.6 (Brokerage), 3.6 there shall be no Applicable Limitation Date (Authorization i.e., such representations and Validitywarranties shall survive forever), (ii) with respect to any Loss arising from or related to a breach of the representations and 3.34 (Disclosurewarranties of Sellers set forth in Section 3.4(b) (as it relates Condition of Property), the Applicable Limitation Date shall be the 10th day after the Exit Date, and (iii) with respect to such Sections) any Loss arising from or related to a breach of the representations and Sections warranties of Buyer set forth in Section 4.1 (Organization and Good StandingCorporate Power), Section 4.2 (Authorization of Transaction) and 4.2 Section 4.6 (Corporate Power and AuthorizationBrokerage), there shall be no Applicable Limitation Date (b) until the third anniversary of the Closing Date with respect to all other i.e., such representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties contained in Sections 3.13 (Employee Mattersshall survive forever), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and 3.34 (Disclosure) (as it relates to such Sections) and each other covenant or agreement contained in this Agreement, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article 10 hereof but only with respect to matters described in the Claim Notice or Indemnity Notice.

Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of Buyer (whether or not exercised) to investigate If the affairs of any of Target or the Shareholders 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 or any Ancillary Agreement or any waiver of any provision hereofClosing occurs, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained Parties set forth in this Agreement Agreement, and the Ancillary Agreements. The right to make indemnification claims under this Agreement in respect of such representations, warranties, covenants and agreements of Target the Shareholders and Buyer contained in this Agreement will agreements, shall survive the Closing and remain in full force (a) indefinitely with respect to the representations and warranties contained in Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity) and 3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date 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 and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to the representations and warranties contained in Sections 3.13 Article 4 and/or Article 5, other than the Excluded Representations, until the earlier of (Employee Matters)x) sixty (60) days after the Buyer’s receipt from its auditors of audited financial statements for the Acquired Companies for the fiscal year ending March 31, 3.14 2016 and (Employee Benefit Plans)y) Axxxxx 00, 3.21 0000, (Taxes)x) with respect to the Excluded Representations, 3.29 until sixty (Environmental Matters60) days after the expiration of the statute of limitations (or extensions thereof) applicable to the matters set forth therein, provided that the representation under Section 4.18 (Sufficiency of Assets) shall only survive until the earlier of (x) sixty (60) days after the Buyer’s receipt from its auditors of audited financial statements for the Acquired Companies for the fiscal year ending March 31, 2016 and 3.34 (Disclosurey) August 31, 2016 and (as it relates c) with respect to such Sections) each of the covenants and each other covenant or agreement contained agreements set forth in this Agreement, except until sixty (60) days after the expiration of the statute of limitations (or extensions thereof) applicable to the matters set forth therein (the periods referred to in this sentence the “Survival Periods” and each is a “Survival Period”). In the event that any Indemnified Party shall deliver a Claim Certificate to an Indemnifying Party setting forth a claim for indemnification under this Article 12 in respect of a breach of a representation, warranty, covenant or agreement that would otherwise terminate of a Party set forth in accordance with clause (b) or (c) above will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Article 10 hereof on or this Agreement prior to the expiration of the applicable Survival Period, then such termination daterepresentation, until the related claim for indemnification has been satisfied warranty, covenant or otherwise resolved as provided agreement shall continue in Article 10 hereof but only full force and effect solely with respect to matters described in such claim until the Claim Notice or Indemnity Noticefinal resolution thereof.