Notwithstanding anything to the contrary in this Agreement, the representations and warranties of each of the parties set forth in this Agreement shall survive the Closing, and such representations and warranties shall terminate on the one (1) year  anniversary of the Closing; provided , however , that any representation or warranty that is the subject of a Claim Notice delivered in good faith in compliance with the requirements of this Agreement prior to the one (1) year anniversary of the Closing shall survive with respect only to the specific matters described in such Claim Notice until the earlier to occur of (y) the date on which a final nonappealable resolution of the matter described in such Claim Notice has been reached or (z) the date on which the matter described in such Claim Notice has otherwise reached final resolution.  All covenants and agreements of each of the parties set forth in this Agreement shall survive the Closing indefinitely.