Private Media Group (PRVT)

10.1 Survival.

(a) The representations and warranties of Sellers contained in Articles 5 and 6 (except for Sections 5.1, 5.2, 5.5, 6.1, 6.2, 6.4, 6.14, 6.15 and 6.28, hereof, which representations and warranties are referred to herein as the “Surviving Representations”) shall survive the Closing and continue in full force and effect for twenty-four (24) months thereafter. The Surviving Representations (other than the Tax Representations, as defined below) and any claims based upon fraud, willful misrepresentation or gross negligence shall survive the Closing and continue in full force and effect without limitation. The representations and warranties made in Section 6.17 (the “Tax Representations”) shall survive until the date following the expiration of all periods allowed for objecting to or appealing from the final determination of any proceedings relating to any assessment, reassessment or additional assessment of the Company by any taxing authority in respect of any Tax period ending on or prior to the Closing Date. For these purposes, a final determination shall mean (A) the expiry of the delay to appeal from or object to the relevant assessment, reassessment or additional assessment by the Canada Revenue Agency or other taxing authority if no appeal is taken or no objection is made, (B) the entering into of any agreement by the Company and such a taxing authority in settlement of a dispute regarding such assessment, reassessment, additional assessment or proposed assessment, reassessment or additional reassessment or (C) the decision by a court or tribunal of competent jurisdiction regarding the relevant assessment, reassessment or additional assessment from which no appeal may be taken or the period during which an appeal may be taken has expired and no appeal has been taken. The representations and warranties of Buyer and Sub contained in Article 4 shall survive the Closing and continue in full force and effect for twenty-four (24) months thereafter.

(b) The covenants of Buyer and Sellers contained herein shall survive the Closing and continue in full force and effect, subject to any limitation specifically made applicable to any such covenant under the provisions of Article 9 hereof.

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10.1 Survival

(a) The representations and warranties of Buyer and Merger Subs contained in Article 4 and those of Sellers contained in Articles 5 and 6 (except for Sections 5.1, 5.2, 5.5, 6.1, 6.2, 6.4, 6.15, 6.17 and 6.20 hereof) shall survive the Closing and continue in full force and effect for eighteen (18) months thereafter. The representations and warranties of Sellers contained in Sections 5.1, 5.2, 5.5, 6.1, 6.2, 6.4, 6.15, 6.17 and 6.20 hereof shall survive the Closing and continue in full force and effect subject to any applicable statutes of limitations.

(b) The covenants of Buyer and Sellers contained herein shall survive the Closing and continue in full force and effect, subject to any limitation specifically made applicable to any such covenant under the provisions of Article 9 hereof, provided further that the covenants of Sellers in Section 9.7 shall survive until 60 days following the expiration of all applicable statutes of limitation.

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