Section #Representations and Warranties; Covenants

REPRESENTATIONS AND WARRANTIES AND COVENANTS.

Survival of Representations and Warranties. All representations, warranties, covenants and obligations herein shall be deemed to have been relied upon by the other party, shall survive the execution and delivery of this Agreement for a period of one year at which time all representations, warranties, covenants and obligations shall terminate.

​’S REPRESENTATIONS, WARRANTIES AND COVENANTS.

Accuracy of ​ and the Member's Representations and Warranties. The representations and warranties of ​ and the Members shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time.

Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for # those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and # this [Article VIII].

The representations, warranties, covenants and agreements of the Parties set forth in this Agreement and in any certificate delivered pursuant to this Agreement (other than the Fundamental Representations) shall terminate and expire as of, and shall not survive, the Closing. The Fundamental Representations shall survive the Closing and continue in full force and effect until ​ (California time) on the date that is ​ following the Closing Date (the “Expiration Date”); provided, however, that if a Claim Notice relating to any Fundamental Representation is given to the Seller on or prior to the Expiration Date, then, notwithstanding anything to the contrary contained in this [Section 8.1(a)], such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each claim made prior to the Expiration Date (including any indemnification claim asserted by any Purchaser Indemnitee under [Section 8.2]) that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach of such representation or warranty has been fully and finally resolved. The covenants and agreements set forth in this Agreement that by their terms are to be performed and complied with following the Closing shall survive the Closing in accordance with their terms.

Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and releases of each Loan Party made in this Agreement or any other document furnished in connection with this Agreement will survive the execution and delivery of this Agreement and the Forbearance Period, and no investigation by Administrative Agent or any Lender, or any closing, will affect the representations and warranties or the right of Administrative Agent and ​ to rely upon them.

As an inducement to, and to obtain the reliance of RQS United and RQS Capital, Tianci represents and warrants as follows:

AYTU represents, warrants and covenants to TRIS that the following are true and correct as of the date stated therein, or if none is specified then as of the date hereof: