compromise or discharge also releases the Indemnified
Person completely in connection with such Third-Party Claim.
6.6
SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS.
ALL
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS SHALL SURVIVE THE CLOSING AND REMAIN IN FULL FORCE
AND EFFECT AS FOLLOWS: (A) FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING THE
CLOSING DATE, WITH RESPECT TO ALL REPRESENTATIONS AND WARRANTIES AND ANY
COVENANT OR AGREEMENT TO BE PERFORMED PRIOR TO THE CLOSING (OTHER THAN WITH
RESPECT TO SECTIONS 3.1, 3.2(A), 3.3, 4.1, 4.2(A), 4.3 (OTHER THAN 4.3(C)), 4.8
AND 4.20 WHICH SHALL SURVIVE THE CLOSING AND REMAIN IN FULL FORCE AND EFFECT
UNTIL THE DATE THAT IS THIRTY (30) DAYS AFTER THE APPLICABLE STATUTE OF
LIMITATIONS), OR (B) WITH RESPECT TO EACH OTHER COVENANT OR AGREEMENT CONTAINED
IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, UNTIL THE LAST DATE ON
WHICH SUCH COVENANT OR AGREEMENT IS TO BE PERFORMED OR, IF NO SUCH DATE IS
SPECIFIED, FOR A PERIOD OF THREE (3) YEARS, EXCEPT THAT ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT THAT WOULD OTHERWISE TERMINATE IN ACCORDANCE
WITH CLAUSE (A) OR (B) WILL CONTINUE TO SURVIVE IF A WRITTEN NOTICE OF A BREACH
THEREOF SHALL HAVE BEEN TIMELY GIVEN TO THE BREACHING PARTY BY THE OTHER PARTY
ON OR PRIOR TO SUCH TERMINATION DATE, UNTIL THE RELATED CLAIM FOR
INDEMNIFICATION HAS BEEN SATISFIED OR OTHERWISE RESOLVED AS PROVIDED IN THIS
ARTICLE VI.
ARTICLE VII
CONDITIONS TO THE CLOSING
7.1
CONDITIONS OF THE PURCHASER'S OBLIGATION.
THE PURCHASER'S
OBLIGATION TO EFFECT THE TRANSACTIONS IS SUBJECT TO THE SATISFACTION AS OF THE
CLOSING OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH REPRESENTATION AND WARRANTY
SET FORTH IN ARTICLES III AND IV ABOVE SHALL HAVE BEEN TRUE AND CORRECT IN ALL
RESPECTS AT AND AS OF THE EFFECTIVE DATE AS THOUGH THEN MADE (PROVIDED THAT ANY
REPRESENTATION AND WARRANTY THAT ADDRESSES MATTERS ONLY AS OF A CERTAIN DATE
SHALL BE SO TRUE AND CORRECT IN ALL RESPECTS AS OF THAT CERTAIN DATE), EXCEPT TO
THE EXTENT THE FAILURE TO BE SO TRUE AND CORRECT HAS NOT RESULTED IN A SELLER
MATERIAL ADVERSE CHANGE OR A COMPANY MATERIAL ADVERSE CHANGE.
(B)
COVENANTS.
THE SELLERS AND THE COMPANY SHALL HAVE PERFORMED AND
OBSERVED IN ALL MATERIAL RESPECTS EACH COVENANT OR OTHER OBLIGATION REQUIRED TO
BE PERFORMED OR OBSERVED BY IT PURSUANT TO THE TRANSACTION DOCUMENTS PRIOR TO
THE CLOSING.
(C)
EXPIRATION OR TERMINATION OF HSR PERIODS.
ALL APPLICABLE WAITING
PERIODS (AND EXTENSIONS THEREOF) UNDER THE HSR ACT SHALL HAVE EXPIRED OR
OTHERWISE BEEN TERMINATED BY THE PARTIES.
(D)
GOVERNMENT ENTITY APPROVALS.
ALL APPROVALS AND ACTIONS OF OR BY,
AND ALL NOTICES TO, ALL GOVERNMENT ENTITIES WHICH ARE SET FORTH ON
EXHIBIT 7.1(D) AND, TO THE EXTENT NOT DISCLOSED BY THE COMPANY IN THE COMPANY
DISCLOSURE SCHEDULE, SUCH OTHER APPROVALS, ACTIONS AND NOTICES WHOSE FAILURE TO
OBTAIN WOULD RESULT IN A COMPANY MATERIAL ADVERSE CHANGE.
(E)
THIRD PARTY CONSENTS.
ANY AND ALL CONSENTS, WAIVERS, APPROVALS,
AUTHORIZATIONS