Survival

The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.

The terms of this Section shall survive any termination or expiration of this Lease.

This Agreement shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Landlord under the Lease unless and until the Obligations have been indefeasibly paid and performed in full.

The sections of this Agreement that by their nature are intended to survive its expiration or termination, including Sections 10.5, 11, 13, 14, 18 and 19 will survive the expiration or termination of this Agreement.

Sections 4.2, 4.3, 5.1, 5.2, and 5.3 shall survive the expiration or termination for any reason of the Agreement and/or of this Exhibit.

The provisions of this Agreement shall survive the expiration or termination of the relationship whereby Executive renders services to the Companies.

The Company's and Executive's obligations under Section 6 and, to the extent provided in Section 6, the Executive's obligations under Sections 9 and 10, will survive the termination of this Agreement.

The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by the Company or the Purchaser and the Closing.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for the applicable statute of limitations.

The following Articles and Sections of this Agreement shall survive expiration or termination of this Agreement: Sections [Section.Numbers], and Articles [Article.Numbers]

This Section 6 shall survive the expiration or termination of this Agreement for a period of [***] years.

If this Agreement is terminated pursuant to Section 9.2, this Agreement shall become null and void and of no further force and effect, except that the Parties shall continue to be bound by the provisions of Section 6 (Confidentiality; Restriction on Announcements), Section 8 (Indemnification), this Section 9.3, Section 10 (Notices), Section 11 (Miscellaneous) and Section 12 (Governing Law and Dispute Resolution). Nothing in this Section 9.3 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.

Survival. Expiration or termination of this Agreement for any reason will not relieve either party of any right or obligation accruing prior to such expiration or termination. Further, the provisions of Sections [ * ], and any obligation, or liability of either party under this Agreement or under any ancillary agreement executed in connection herewith, or any subsequent addenda hereto or thereto that by its nature and intent remains valid after termination or expiration will survive any termination or expiration of this Agreement; provided, however, that Sections 11.1, 11.2, and 11.3 shall survive until [ * ] such termination or expiration.

The rights, obligations and liabilities of Landlord and Tenant under this Article 4 shall survive the expiration or earlier termination of this Lease for any reason.

Subject to any limits on applicability contained therein, Section 7 will survive and continue in full force in accordance with its terms notwithstanding any termination of the Employment Period.

Sections 2.7, 2.8, 3.2, 3.3, and Articles I, IV, VI, VII, VIII, IX, X, XI, and XII shall survive any termination or expiration of this Agreement.

The Parties agree that Article I, Article V, Article VI, Article VII, Article VIII, and Section 2.6(c) will survive the termination of this Agreement and that any such termination shall not affect any obligation for the payment of Services rendered prior to termination.

This Agreement shall be binding upon and inure to the benefit of the respective Parties hereto and their executors, administrators, heirs, personal representatives, successors and assigns. The covenants contained in this Agreement (including but not limited to those contained in Sections L-N shall survive termination of the Agreement. The existence of any claim or cause of action of Client against [Company], whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of the covenants contained in this Agreement.

All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.8 below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

It is expressly understood that the foregoing paragraphs 2-7, 9-12 and paragraphs 15-19, in their entirety, survive any termination of this agreement.

The sections of this Agreement that by their nature are intended to survive its expiration or termination, including Sections 10.5, 11, 13, 14, 18 and 19 will survive the expiration or termination of this Agreement.