All representations and warranties made by the Company and the Investors in this Agreement or pursuant hereto shall survive the Closing. The covenants and agreements set forth in this Agreement shall survive the Closing and shall continue in effect as long as either: (i) any obligations under the Notes remain due and outstanding or (ii) Accretive is the beneficial owner (as defined by the regulations of the SEC) of at least five percent (5%) of the common stock of the Company.