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. Except as otherwise providedSurvival and Time Limitations. The representations and warranties in Section 11.2 of this Agreement, the parties hereto agree that their respective representations, warranties, covenantsSections 2.1(a), (b), (c), and agreements contained in this Agreement shall(d) and Sections 2.2(a), (b), (c), (d), and (e) will survive the Closing indefinitely. All other representations, warranties will survive for a period of two (2) years fromfollowing the Closing Date, (the “Indemnification Period”). ToDate. All covenants will survive # for the extent that a party, its affiliates, shareholders, members, officers, directors, agents, employees,period of performance set forth in this Agreement for such covenant, or # if no such period of performance is provided, indefinitely following the Closing Date. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and consultants (an “Indemnified Party”obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the “Indemnified Parties”) asserts in writing a claim for damages against an Indemnifying Party (as hereinafter defined) priorexecution and delivery of this Agreement, with respect to the expirationaccuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. For the avoidance of doubt, any claim related to intentional or fraudulent breaches of the Indemnification Period, which claim reasonably identifies the basis for the claimsrepresentations and the amounts ofwarranties may be made at any reasonably ascertainable damages, the Indemnification Period shall be extended for such claim until such claim is resolved, subject to the limitations hereinafter provided.time without limitation.

Section # Survival. Except as otherwise provided in Section 11.2 of this Agreement, the parties hereto agree that their respective representations, warranties, covenantsThe representations and agreementswarranties contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement on the Closing Date 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,twenty-four (24) months, during which period claims for indemnification, if any, must be made for such representations and consultants (an “Indemnified Party” or the “Indemnified Parties”) asserts in writing a claim for damages against an Indemnifying Party (as hereinafter defined) priorwarranties pursuant to the expirationArticle XVII, at which time such representations and warranties shall terminate. The respective covenants and agreements of the Indemnification Period, which claim reasonably identifies​ and the basis[[Organization A:Organization]] contained in this Agreement shall survive for the claimsperiod provided in such covenant, if any, or otherwise until fully performed. If a Claims Notice meeting the requirements of [Section 17.02(a)] or a notice of claim meeting the requirements of [Section 17.02(d)] with respect to indemnification under [Section 17.01(a)] or [Section 17.01(b)] shall have been given pursuant to [Section 17.02(a)] or [Section 17.02(d)], as applicable, within the applicable survival period, the representations, warranties, covenants, agreements and other indemnifiable matters that are the amountssubject of any reasonably ascertainable damages,such indemnification claim (and the Indemnification Periodright to pursue such claim) shall be extended forsurvive until such claim untiltime as such claim is resolved, subject to the limitations hereinafter provided.fully and finally resolved.

Survival. Except as otherwise provided in Section 11.2Non-survival of this Agreement, theRepresentations and Warranties. 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”). ToDate. This Section 11.2 shall not limit any covenant or agreement contained in this Agreement which by its terms contemplates performance after 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.Effective Time.

Survival. Except as otherwise provided in Section 11.2Each of this Agreement, the parties hereto agree that their respective representations, warranties, covenantswarranties and agreementsrepresentations of the Sellers and the Buyer contained in this Agreement shall survive the Closing for a perioduntil the first anniversary of two (2) years fromthe Closing Date; provided, however, that # the Selected Seller Representations and the Selected Buyer Representations shall survive the Closing until the three (3) year anniversary of the Closing Date, (the “Indemnification Period”). Toand thereafter shall terminate, and # the extentrepresentations and warranties set forth in the last sentence of [Section 4.8(a)] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a party, its affiliates, shareholders, members, officers, directors, agents, employees,breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and consultants (an “Indemnified Party” or the “Indemnified Parties”) asserts in writing athereafter shall terminate. Any claim for damages against an Indemnifying Party (as hereinafter defined)indemnification hereunder which is made in writing prior to the expiration of the Indemnification Period, which claim reasonably identifies the basis for the claimsapplicable survival period, and the amountsrights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any reasonably ascertainable damages,claim for indemnification not submitted in writing to the Indemnification PeriodIndemnifying Party prior to the expiration of the applicable survival period shall be extended for such claim until such claim is resolved, subjectdeemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the limitations hereinafter provided.Indemnifying Party shall have no further liability with respect thereto.

Survival. Except as otherwise provided in Section 11.2 of this Agreement, the parties hereto agree that their respective#1Survival. All representations, warranties, covenants and agreements of the parties contained herein shall survive the Closing. The obligations of the parties pursuant to the Indemnification contained in this AgreementArticle X shall surviveexpire on the Closing for a periodapplicable statutes 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”limitations (as tolled by any waiver 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.extension thereof).

Survival. Except as otherwise provided in Section 11.2Subject to the limitations and other provisions of this Agreement, the parties hereto agreerepresentations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that their respective representations, warranties,is twelve (12) months from the Closing Date. None of the covenants andor other agreements contained in this Agreement shall survive the Closing for a period of two (2) years fromDate other than those which by their terms contemplate performance after the Closing Date, (the “Indemnification Period”). Toand each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent that a party, its affiliates, shareholders, members, officers, directors, agents, employees,known at such time) and consultants (an “Indemnified Party” or the “Indemnified Parties”) asserts in writing a claim for damages against an Indemnifying Party (as hereinafter defined)by notice from the non-breaching party to the breaching party prior to the expiration date of the Indemnification Period, which claim reasonably identifiesapplicable survival period shall not thereafter be barred by the basis for theexpiration of such survival period and such claims and the amounts of any reasonably ascertainable damages, the Indemnification Period shall be extended for such claimsurvive until such claim is resolved, subject to the limitations hereinafter provided.finally resolved.

Survival. Except as otherwise provided in Section 11.2Each of this Agreement, the parties hereto agree that their respective representations, warranties, covenantsrepresentations and agreements containedwarranties set forth in this Agreement shall survive the Closing for a period of two (2) years fromone year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative, other than those which by their terms are to be performed in whole or in part prior to or on 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 expirationwhich shall terminate as 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.Closing Date.

Section # Survival. Except as otherwise provided in Section 11.2 of this Agreement, the parties hereto agree that their respectiveAll representations, warranties, covenants and agreements contained in this Agreement shallherein and all related rights to indemnification will survive the Closing for a period of two (2) yearsClosing. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Closing Date, (the “Indemnification Period”). Tonon-breaching party to the extent that a party, its affiliates, shareholders, members, officers, directors, agents, employees, and consultants (an “Indemnified Party” orbreaching party before the “Indemnified Parties”) asserts in writing a claim for damages against an Indemnifying Party (as hereinafter defined) prior toexpiration date of the applicable survival period will not thereafter be barred by the expiration of the Indemnification Period, which claim reasonably identifies the basis for therelevant representation or warranty and such claims and the amounts of any reasonably ascertainable damages, the Indemnification Period shall be extended for such claimwill survive until such claim is resolved, subject to the limitations hereinafter provided.finally resolved.

Survival. Except as otherwise provided in Section 11.2All of this Agreement, the parties hereto agree that their respective representations, warranties, covenantsrepresentations and agreements containedwarranties of the Parties set forth in this Agreement shall survive the Closing for a period of two (2) years fromeighteen (18) months following the Closing Date, (the “Indemnification Period”). ToDate; provided, however, that the extent that a party, its affiliates, shareholders, members, officers, directors, agents, employees,representations and consultants (an “Indemnified Party” orwarranties contained in [Sections 3.1(a)], [(b) and (e)])], [Sections 4.1(a) and (b)])] and Sections ‎4.2(a), (b), # and (aa) shall survive the “Indemnified Parties”Closing indefinitely (collectively, the “Fundamental Representations”) asserts, and # the representations and warranties contained in writing a claim for damages against an Indemnifying Party (as hereinafter defined) prior toSection ‎4.2(i) shall survive the Closing until three months following the expiration of the Indemnification Period,statute of limitations applicable to matters covered thereby. Notwithstanding the preceding sentence, any representation or warranty in respect of which claim reasonably identifiesindemnity may be sought under this Agreement shall survive 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, subjecttime at which it would otherwise terminate pursuant to the limitations hereinafter provided.