Except as otherwise contemplated by this Agreement or the Distribution Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms; provided , however , that all indemnification for Taxes shall survive until ninety (90) days following the expiration of the statute of limitations applicable to the underlying Tax (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided , further , that, if notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.