extent waived in writing by Seller:
(A)
REPRESENTATIONS AND WARRANTIES OF BUYER.
THE REPRESENTATIONS AND
WARRANTIES OF BUYER CONTAINED HEREIN SHALL BE TRUE AND CORRECT AS OF THE CLOSING
DATE AS THOUGH MADE ON THE CLOSING DATE (WITHOUT REGARD TO ANY MATERIALITY
QUALIFIERS SET FORTH THEREIN), EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND
WARRANTIES BY THEIR TERMS SPEAK AS OF AN EARLIER DATE, IN WHICH CASE THEY SHALL
BE TRUE AND CORRECT AS OF SUCH EARLIER DATE (WITHOUT REGARD TO ANY MATERIALITY
QUALIFIERS SET FORTH THEREIN), EXCEPT TO THE EXTENT THAT THE FAILURE OF SUCH
REPRESENTATIONS AND WARRANTIES TO BE TRUE AND CORRECT, INDIVIDUALLY OR IN THE
AGGREGATE, HAS NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON BUYER'S ABILITY TO PERFORM THIS AGREEMENT.
(B)
COMPLIANCE WITH AGREEMENT.
BUYER SHALL HAVE PERFORMED AND
COMPLIED IN ALL MATERIAL RESPECTS (OR SHALL HAVE CURED ANY MATERIAL
NONPERFORMANCE OR NONCOMPLIANCE) WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS
REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY BUYER PRIOR TO OR
AT THE CLOSING.
(C)
CLOSING CERTIFICATE.
SELLER SHALL HAVE RECEIVED A CERTIFICATE
FROM AN AUTHORIZED OFFICER OF BUYER, DATED THE CLOSING DATE, CERTIFYING THAT THE
CONDITIONS SPECIFIED IN SECTIONS 6.3(A) AND 6.3(B) ABOVE HAVE BEEN FULFILLED.
(D)
CONSENT UNDER THE CREDIT AGREEMENT.
THE LENDERS AND AGENTS UNDER
THE CREDIT AGREEMENT SHALL HAVE CONSENTED TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE CONTRIBUTION AGREEMENT.
(E)
CLOSING DATE PAYMENT.
BUYER SHALL HAVE TENDERED TO SELLER THE
PURCHASE PRICE IN THE MANNER SPECIFIED IN SECTION 2.2.
(F)
OTHER AGREEMENTS.
BUYER OR ANY OF ITS AFFILIATES SHALL HAVE
TENDERED AN EXECUTED VERSION OF EACH OF THE ANCILLARY AGREEMENTS TO WHICH IT IS
A PARTY.
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ARTICLE VII
INDEMNIFICATION
7.1
Survival Period.
(A)
ALL REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS
AGREEMENT SHALL SURVIVE THE CLOSING AND EXPIRE ON THE EIGHTEEN (18) MONTH
ANNIVERSARY OF THE CLOSING DATE, EXCEPT THAT THE REPRESENTATIONS AND WARRANTIES
IN SECTION 3.3 SHALL REMAIN IN FULL FORCE AND EFFECT INDEFINITELY.
(B)
THE COVENANTS AND AGREEMENTS OF THE PARTIES TO BE PERFORMED PRIOR
TO THE CLOSING SHALL TERMINATE ON THE CLOSING DATE (UNLESS OTHERWISE SPECIFIED
THEREIN).
7.2
Period for Claims.
The indemnification contained in this Article
VII shall survive the Closing and shall remain in effect with respect to any
claim related to the breach of any representation, warranty or covenant, until
the expiration of the applicable survival period set forth in Section 7.1.
Unless a claim for indemnification with respect to any alleged breach of any
representation, warranty or covenant is asserted by notice given as herein,
provided that such notice specifically identifies in reasonable detail a
particular breach and the underlying facts relating thereto, to the extent
practicable, which notice is given within the applicable period of survival for
such representation, warranty or covenant, such claim may not be pursued and is
irrevocably waived after such time. Without limiting the generality or effect of
the foregoing, no claim