Buyer may assign this Agreement to any of its Affiliates. Because performance of this PO is specific to Seller, except in connection with a Change of Control, Seller may assign this Agreement only upon Buyer’s prior written consent, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that, without Buyer’s prior written consent, Seller may assign this Agreement and any POs to a wholly foreign-owned enterprise established by Seller in the People’s Republic of China for the purpose of manufacturing Buyer’s Components. No claim or right arising out of a breach of this Agreement shall be discharged in whole or part by waiver or renunciation unless such waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No failure by either party to enforce any rights hereunder shall be construed a waiver. All parts of this Agreement relating to liability and its limitations, warranties, indemnities and confidentiality shall survive expiration and termination of this Agreement.

Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this [Section 19], be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering such provision or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by the Employer shall be implied by the Employer’s forbearance or failure to take action. The expiration or termination of the Employment Period and this Agreement shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration or termination.

Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

Survival. Each party’s obligations under this [Section 2.12(e)] shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the commitments hereunder and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Survival. Each party’s obligations under this [Section 2.17] shall survive the

Survival. Except as otherwise provided in [Section 11.2] of this Agreement, the parties hereto agree that their respective representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing for a period of two (2) years from the Closing Date, (the “Indemnification Period”). To the extent that a party, its affiliates, shareholders, members, officers, directors, agents, employees, and consultants (an “Indemnified Party” or the “Indemnified Parties”) asserts in writing a claim for damages against an Indemnifying Party (as hereinafter defined) prior to the expiration of the Indemnification Period, which claim reasonably identifies the basis for the claims and the amounts of any reasonably ascertainable damages, the Indemnification Period shall be extended for such claim until such claim is resolved, subject to the limitations hereinafter provided.

Survival. The respective agreements, representations, warranties, covenants and other statements of the Seller and the Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, and will survive delivery of and payment for the Purchased Notes and the Purchased Warrants; provided, however, the representations and warranties contained in this Agreement will only survive for a period of twelve months following the date hereof and from and after such date no party hereto shall have any liability to any other party hereto with respect to any inaccuracy or breach of any representation or warranty contained herein.

Survival. Each covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this [Section 5.3] shall survive the expiration or earlier termination of this Lease and shall remain effective until all of Tenant’s obligations under this [Section 5.3] have been completely performed and satisfied.

Survival. All representations, warranties and covenants contained in this Subscription Agreement shall survive the acceptance of the subscription by the Company and the consummation of the purchase of the Securities.

Survival. Notwithstanding any investigation made by any party to this Agreement, all covenants and agreements made by the Parent, the Company and the Purchaser herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Purchase Securities and the payment therefor. The representations and warranties of the Company Group contained in [Article 3] (other than the Fundamental Representations) and of the Purchaser contained in [Article 4] shall survive for the longer of # twelve (12) months following the Initial Closing Date, and # six (6) months following the last Additional Closing Date to occur hereunder, and shall then expire, and the Fundamental Representations shall survive until the expiration of the applicable statute of limitations and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy in or breach of such representation or warranty to the extent that any good-faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement.