Subject to the other provisions of this Agreement, (i) each of the representations and warranties (A) of the Purchaser set forth in §3 , (B) of the Seller set forth in §4 , and (C) of the Parties set forth in any other Transaction Document (other than this Agreement) shall survive the Closing until 12:01 a.m. New York City time on the nine (9) month anniversary of the Closing Date; (ii) each obligation, covenant and agreement of the Parties in this Agreement or in any other Transaction Document which by its terms is to be performed at or prior to the Closing shall survive the Closing for a period of ninety (90) days; and (iii) each obligation, covenant and agreement of the Parties in this Agreement or in any other Transaction Document which by its terms is to be performed after the Closing shall survive the Closing in accordance with its terms or until it is fully performed; provided , that the Tax Representations shall survive until thirty (30) days after the expiration of the applicable statute of limitations. No Party shall have any obligation to indemnify or hold harmless the other Party pursuant to this §8 unless notice of a claim is given to such Party prior to the expiration of the applicable survival period set forth above; provided , that if a Party is given notice of a claim before the end of the applicable survival period above, such survival period shall continue as to such claim until such claim is finally resolved.