The representations and warranties of the Parties contained in this Agreement shall survive the Closing or termination of this Agreement until the date which is twelve (12) months after the Closing or termination of this Agreement; provided, however , that if there is a Closing the Fundamental Representations shall survive the Closing until the date that is thirty (30) days after the expiration of the statute of limitations period applicable to the matters covered thereby. All covenants and other agreements of the Parties contained in this Agreement to the extent to be performed from and after the Closing or not fully performed prior to the Closing shall survive until fully performed or fulfilled, except as otherwise provided in this Agreement; and provided , further , the representations and warranties of the Company made pursuant to Section 2.1(c) or to Section 2.1(d) shall survive until the earlier of the Closing or the termination of this Agreement. Each Indemnified Party must give written notice to the respective Indemnifying Party of any claim for indemnification under this ARTICLE 10 in accordance with Section 10.5. Any claim for indemnification made in writing by the Indemnified Party on or prior to the expiration of the applicable survival period shall survive until such claim is finally and fully resolved. It is the express intent of the Parties that, if an applicable survival period as contemplated by this Section 10.1 is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in this Section 10.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties.