The representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall survive the Closing until the date which is eighteen (18) months after the Closing; provided , however , that the representations and warranties set forth in Section 3.01 (Organization; Good Standing and Qualification; Authority and Binding Effect), Section 3.02 (No Conflict), Section 3.03 (Governmental Consents and Approvals), Section 3.05(c) and Section 3.05(d) (Compliance with Laws) and the first sentence of Section 3.07 (Title) shall survive the Closing indefinitely (collectively, the “ Excluded Representations ”). Each Indemnified Party must give written notice to the respective Indemnifying Party of any claim for indemnification under this Article VII in accordance with Section 7.05 . Any claim for indemnification made in writing by the Indemnified Party on or prior to the expiration of the applicable survival period shall survive, and may continue to be asserted and indemnified against, until such claim is finally and fully resolved. All of the covenants and other agreements of the Parties contained in this Agreement or any Ancillary Agreement shall survive until fully performed or fulfilled.