The representations and warranties of the Company and the Sellers contained in this Agreement (whether or not contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2], other than the representations and warranties set forth in # [Section 3.1] (Organization and Qualification; Subsidiaries), [Section 3.2] (Capitalization of the Group Companies), [Section 3.3] (Authority), [Section 3.17] (Brokers), and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”), # [Section 4.1] (Organization), [Section 4.2] (Authority), [Section 4.4] (Title to the Units) and [Section 4.6] (Brokers) (the “Individual Seller Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and # [Section 3.16] (Tax Matters), shall survive the Closing for a period of fifteen (15) months (the “General Survival Expiration Date”) at which time such representations shall terminate and thereafter be of no force and effect. The Seller Fundamental Representations shall survive the Closing indefinitely. The representations and warranties of the Group Companies set forth in [Section 3.16] (Tax Matters) shall survive until the earlier of # the three-year anniversary of the Closing and # the expiration of the R&W Insurance for applicable Tax matters.

The representations and warranties of the Company and the SellersBuyer contained in this Agreement (whether or not contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2]Article 5), other than the representations and warranties set forth in # [Section 3.1] (Organization and Qualification; Subsidiaries), [Section 3.2] (Capitalization of the Group Companies), [Section 3.3] (Authority), [Section 3.17] (Brokers), and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”), # [Section 4.5.1] (Organization), [Section 4.5.2] (Authority), [Section 4.4] (Title to the Units) and [Section 4.6]5.4] (Brokers) (the “Individual Seller“Buyer Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and # [Section 3.16] (Tax Matters), shall survive the Closing for a period of fifteen (15) months (the “Generaluntil the General Survival Expiration Date”)Date at which time such representations shall terminate and thereafter be of no force and effect. The SellerBuyer Fundamental Representations shall survive the Closing indefinitely. The representations and warranties of the Group Companies set forth in [Section 3.16] (Tax Matters) shall survive until the earlier of # the three-year anniversary of the Closing and # the expiration of the R&W Insurance for applicable Tax matters.

Section # Survival of Representations and Warranties. The representations and warranties of the Company and the Sellers contained in this Agreement (whether or not contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2], other thanshall survive the Closing solely for purposes of ‎[Section 8.1] and shall terminate on the date that is the third anniversary of the Closing Date; provided, however, that # the representations and warranties set forth in # [Section 3.1] (Organization and Qualification; Subsidiaries)‎Section 4.1 (Organization), [Section 3.2] (Capitalization‎Section 4.2 (Authorization), ‎[Section 4.3] (Enforceability), ‎[Section 4.4] (Absence of the Group Companies)Conflicts), [Section 3.3] (Authority)‎[Section 4.8] (Brokers’ Fees), [Section 3.17] (Brokers)‎[Section 4.11] (UCC Matters), and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”)‎[Section 4.12] (Taxes), # [Section 4.‎[Section 5.1] (Organization), [Section 4.‎[Section 5.2] (Authority)(Authorization), [Section 4.‎[Section 5.3] (Enforceability), ‎[Section 5.4] (Title to the Units)(Absence of Conflicts), ‎[Section 5.7] (Brokers’ Fees) and [Section 4.6] (Brokers)‎[Section 5.9] (Tax Status) (the “Individual Seller Fundamental“Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and # [Section 3.16] (Tax Matters), shall survive the Closing for a period of fifteen (15) months (the “General Survival Expiration Date”) at which time such representations shall terminate and thereafter be of no force and effect. The Seller Fundamental Representations shall survive the Closing indefinitely. The representations and warranties of the Group Companies set forth in [Section 3.16] (Tax Matters) shall survive until the earlier of # the three-year anniversary of the Closing and #90 days following the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof). No party hereto shall have any liability or obligation of any nature with respect to any representation or warranty after the R&W Insurance for applicable Tax matters.termination thereof, unless the other party hereto shall have delivered a notice to such party, pursuant to ‎[Section 8.2(a)] or ‎[Section 8.3], claiming such a liability or obligation under ‎[Section 8.1], prior to such third anniversary or prior to the expiration of such ninety (90)-day period, as applicable.

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 and the SellersGroup contained in this Agreement (whether or notArticle 3 (other than the Fundamental Representations) and of the Purchaser contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2], other thanArticle 4 shall survive for the representations and warranties set forth inlonger of # [Section 3.1] (Organization and Qualification; Subsidiaries), [Section 3.2] (Capitalization oftwelve (12) months following the Group Companies), [Section 3.3] (Authority), [Section 3.17] (Brokers), and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”), # [Section 4.1] (Organization), [Section 4.2] (Authority), [Section 4.4] (Title to the Units) and [Section 4.6] (Brokers) (the “Individual Seller Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”)Initial Closing Date, and # [Section 3.16] (Tax Matters),six (6) months following the last Additional Closing Date to occur hereunder, and shall survivethen expire, and the Closing for a period of fifteen (15) months (the “General Survival Expiration Date”) at which time such representations shall terminate and thereafter be of no force and effect. The Seller Fundamental Representations shall survive the Closing indefinitely. The representations and warranties of the Group Companies set forth in [Section 3.16] (Tax Matters) shall survive until the earlier of # the three-year anniversary of the Closing and # the expiration of the R&W Insuranceapplicable statute of limitations and shall then expire; provided that nothing herein shall relieve any party of liability for applicable Tax matters.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.

TheAll of the representations and warranties of the Company and the Sellers containedParties set forth in this Agreement (whether or not contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2], other than the representations and warranties set forth in # [Section 3.1] (Organization and Qualification; Subsidiaries), [Section 3.2] (Capitalization of the Group Companies), [Section 3.3] (Authority), [Section 3.17] (Brokers), and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”), # [Section 4.1] (Organization), [Section 4.2] (Authority), [Section 4.4] (Title to the Units) and [Section 4.6] (Brokers) (the “Individual Seller Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and # [Section 3.16] (Tax Matters), shall survive the Closing for a period of fifteen (15)eighteen (18) months (the “General Survival Expiration Date”) at which time suchfollowing the Closing Date; provided, however, that the representations shall terminate and thereafter be of no forcewarranties contained in [Sections 3.1(a)], [(b) and effect. The Seller Fundamental Representations(e)])], [Sections 4.1(a) and (b)])] and Sections ‎4.2(a), (b), # and (aa) shall survive the Closing indefinitely. Theindefinitely (collectively, the “Fundamental Representations”), and # the representations and warranties of the Group Companies set forthcontained in [Section 3.16] (Tax Matters)Section ‎4.2(i) shall survive until the earlier of # the three-year anniversary of the Closing and #until three months following the expiration of the R&W Insurance forstatute of limitations applicable Tax matters.to matters covered thereby. Notwithstanding the preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to

The representationsSection # Survival. Subject to the limitations and warrantiesother provisions of the Company and the Sellers contained in this Agreement (whether or not contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2], other thanAgreement, the representations and warranties set forthcontained herein (other than any representations or warranties contained in Section 3.15 that are subject to Article VI) shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date; provided, that the representations and warranties in # [SectionSection 3.1] (Organization01, Section 3.03, Section 3.17, Section 4.01 and Qualification; Subsidiaries), [Section 3.2] (CapitalizationSection 4.04 (collectively, the “Fundamental Representations”) shall survive indefinitely. All covenants and agreements of the Group Companies), [Section 3.3] (Authority), [Section 3.17] (Brokers),parties contained herein (other than any covenants or agreements contained in Article VI, which are subject to Article VI) shall survive the Closing indefinitely or for the period explicitly specified therein; provided, that covenants and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”), # [Section 4.1] (Organization), [Section 4.2] (Authority), [Section 4.4] (Titleagreements of the parties contained herein to be performed on or prior to the Units) and [Section 4.6] (Brokers) (the “Individual Seller Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and # [Section 3.16] (Tax Matters),Closing Date shall survive the Closing for a period of fifteen (15)thirty-six (36) months (the “General Survival Expiration Date”)from the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at which time such representationstime) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall terminate andnot thereafter be of no force and effect. The Seller Fundamental Representations shall survive the Closing indefinitely. The representations and warranties of the Group Companies set forth in [Section 3.16] (Tax Matters) shall survive until the earlier of # the three-year anniversary of the Closing and #barred by the expiration of the R&W Insurance for applicable Tax matters.relevant representation or warranty and such claims shall survive until finally resolved.

The respective representations and warranties of the CompanySeller and the Sellersof ​ contained in this Agreement (whether or not contained in Articles 3 or 4),shall, without regard to any Ancillary Document or ininvestigation made by any certificate delivered pursuant to [Section 7.2], other thanparty, survive the Closing Date for a period ending eighteen (18) months after the Closing Date; provided, however, that # the representations and warranties set forthcontained in # [SectionSections 3.1] (Organization1, 3.2, 3.4, 4.1, 5.1, 5.2, and Qualification; Subsidiaries), [Section 3.2] (Capitalization of the Group Companies), [Section 3.3] (Authority), [Section 3.17] (Brokers), and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”), # [Section 4.1] (Organization), [Section 4.2] (Authority), [Section 4.4] (Title to the Units) and [Section 4.6] (Brokers) (the “Individual Seller Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and # [Section 3.16] (Tax Matters),5.7 shall survive the Closing for a periodDate indefinitely and # the representations and warranties contained in Section 4.8 and the provisions of fifteen (15) months (the “General Survival Expiration Date”) at which time such representationsArticle X shall survive until the date that is ninety (90) days following expiration of the applicable statute of limitations (including any extensions thereof). The covenants and agreements that by their terms do not contemplate performance after the Closing Date shall terminate at Closing. The covenants and thereafter be of no force and effect. The Seller Fundamental Representationsagreements that by their terms contemplate performance after the Closing Date shall survive the Closing indefinitely.in accordance with their respective terms until such covenant or agreement has been performed. The representations and warranties of the Group Companiesapplicable survival period set forth in [Section 3.16] (Tax Matters) shall survive untilabove for each such covenant, agreement, representation or warranty is referred to herein as the earlier of # the three-year anniversary of the Closing and # the expiration of the R&W Insurance for applicable Tax matters.“Survival Period”.