All representations and warranties made in this Agreement or made in any document delivered pursuant to this Agreement by or on behalf of any Party shall survive the execution and delivery of this Agreement and the Closing, regardless of notice of or any investigation or right of investigation made prior to or after the date of this Agreement by or on behalf of any party, and shall terminate and expire two (2) years following the Closing Date (the “Survival Date”), after which date they shall be of no further force or effect. No claim for a breach of any representation or warranties made in this Agreement may be brought after the Survival Date, except for a claim for which a written notice, reasonably detailing the basis therefor, shall have been delivered to the breaching party prior to the Survival Date; provided, that the Survival Date shall not apply to any covenant or obligation of a party to be performed following Closing pursuant to the express terms hereof.