Notwithstanding any investigation made by any party to this Agreement, all covenants and agreements made by the Company and each Purchaser herein and in the certificates for the Shares delivered pursuant hereto shall survive the execution of this Agreement, the delivery to such Purchaser of the Shares being purchased and the payment therefor indefinitely or for the shorter period explicitly specified therein.  All representations and warranties, made by the Company and each Purchaser herein and in the certificates for the Shares delivered pursuant hereto shall survive for a period of twelve (12) months following the later of the execution of this Agreement, the delivery to such Purchaser of the Shares being purchased and the payment therefor; provided that the representations and warranties contained in Sections 4.1 ( Organization and Qualification ), 4.4 ( Authorized Capital Stock ), 4.5 ( Issuance, Sale and Delivery of the Shares ), 4.6 ( Due Execution, Delivery and Performance of the Agreements ), 4.23 ( Brokers and Finders ) and 5.10 ( Organization; Validity; Enforcements ) shall survive for the (3) years from the date of this Agreement.