The representations and warranties made by the Company in this Agreement shall survive the Effective Time until the third anniversary of the Closing Date; provided , however , that the Fundamental Representations shall survive the Effective Time until the earlier of the expiration of the statute of limitations and the sixth anniversary of the Closing Date. Except as set forth herein, all agreements and covenants contained herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms or, in the case of any covenant or agreement without an express date for completion or performance, the second (2 nd ) anniversary of the Closing Date. Notwithstanding the foregoing, if any time on or prior to the expiration date referred to in the preceding two sentences, any Indemnified Party delivers a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties and asserting a claim for recovery under Section 9.2 or Section 9.3 , as applicable, based on such alleged inaccuracy in or breach, then such representation, warranty or covenant shall survive solely as to such claim until such time as such claim is fully and finally resolved.