Common use of Survival of Representations and Warranties and Covenants Clause in Contracts

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing DateJanuary 31, 2013; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Acquirer regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing DateJanuary 31, 2014) for claims against the Closing Company Shareholders Converting Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, no right to indemnification pursuant to Article IX ARTICLE 8 in respect of any claim that is set forth in an Officer’s Claim Certificate delivered to the Escrow Stockholders’ Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX ARTICLE 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach fraud or intentional misrepresentation Intentional Misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) Acquirer contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 8 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If The representations, warranties and covenants contained herein shall survive the Share Purchase Effective Time for the applicable respective periods set forth in this Section 10.1 (each a “Survival Period”), and any and all claims and causes of action for indemnification under this Article XI arising out of the inaccuracy or breach of any representation, warranty or covenant of a Party must be made prior to the termination of the applicable Survival Period, provided that if a notice for indemnification is consummatedgiven within the Survival Period, the Survival Period for such representation, warranty or covenant shall continue until the claim is fully resolved. The Survival Period with respect to the representations and warranties contained in Section 4.5(f) shall be the period of the applicable statute of limitations. With the exception of the representation and warranties contained in Section 4.5(f), the Parties intend to shorten the statute of limitations and agree that all of the representations, warranties and covenants of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article X shall survive as follows: (a) all representations and warranties of the Company Parties (other than the representations and the Company Shareholders warranties contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure LetterSection 4.5(f), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following for 18 months after the Closing Date; providedand (b) all covenants, howeveragreements and obligations shall survive, and such obligations shall terminate, in accordance with their respective terms set forth herein, provided that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of a claim for any investigation breach thereof may be made by on or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until before the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantperiod.

Survival of Representations and Warranties and Covenants. If the Share Purchase Exchange is consummated, the representations and warranties of the Company and the Company Shareholders Sellers contained in this Agreement, the other Transaction Documents (including the Company Disclosure Letter (including and any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (i) with respect to the date that is [***] following Non-Founder Sellers, the Closing Non-Founder Seller Holdback Release Date and (ii) with respect to the Founder Sellers, the Founder Sellers Holdback Release Date; provided, however, that the Fundamental Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Buyer regarding the same subject matter as those covered by the Fundamental Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any until the expiration of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery applicable statute of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantieslimitations; provided, further, however, that the IP Representations and the representations and warranties of the Company contained in Section 2.3 (Capital Structure)any certificate delivered to Buyer regarding the same subject matter as those covered by the IP Representations pursuant to any provision of this Agreement, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations date that is thirty-six (if later than the expiration of [***] following 36) months from the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Agent Sellers’ Representative prior to the expiration of the Escrow applicable Claims Period shall be affected by the expiration of such representations and warranties; provided, further, that such expiration shall not affect the rights of any Indemnified Person under ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of any Fundamental Claims until the expiration of the applicable statute of limitations; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary IP Claims until the expiration of until the applicable statute of limitationsdate that is thirty-six (36) months from the Closing Date. If the Share Purchase Exchange is consummated, the representations and warranties of Acquiror and Sub (if applicable) Buyer contained in this Agreement and the other certificates contemplated hereby Transaction Documents shall expire and be of no further force or effect as of the Closing. If the Share Purchase Exchange is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim based upon any breach of a covenant that is set forth in a Claim Certificate delivered to the Sellers’ Representative prior to the expiration of the applicable statute of limitations shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If The representations and warranties and covenants contained in this Agreement shall (i) survive the Share Purchase is consummatedClosing and (ii) expire as follows (the period through the relevant expiration date being referred to as the “Indemnification Period” in this Agreement): (a) the representations and warranties set forth in Section 2.13 (Environmental Matters) shall expire on the five-year anniversary of the Closing Date; (b) the representations and warranties set forth in Section 2.1 and 3.1 (Corporate Organization), Section 2.2 and 3.2 (Authorization), and Section 2.17 (Licenses and Permits) shall survive the Closing indefinitely; (c) other than the representations and warranties described in Section 8.4(a) and (b), the representations and warranties of set forth in Articles 2, 3 and 4 shall expire on the Company 366th day following the Closing Date; and (d) the Seller Parties’ covenants and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Purchaser’s covenants shall survive the Closing and remain in full force and effectindefinitely unless expressly limited to a specific time period. Notwithstanding the foregoing, regardless claims for indemnification pursuant to this Article 8 for (i) breaches of any investigation representations and warranties arising from fraud or disclosure made by intentional misrepresentation or on behalf of any willful breach, (ii) liability of the parties Seller Parties for the Retained Liabilities or (iii) liability of the Purchaser for the Assumed Liabilities, shall survive indefinitely. If an Indemnified Party delivers to this Agreementan Indemnifying Party, until before expiration of the date Indemnification Period, a Claim Notice that is [***] following the Closing DateIndemnified Party reasonably expects to incur Damages as a result of a breach of a representation and warranty set forth herein, which notice shall describe such breach and Damages in reasonable detail (an “Expected Claim Notice”), then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice; provided, however, that the representations and warranties of Indemnified Party is actively pursuing the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach resolution of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitationsmatter. If the Share Purchase legal proceeding with respect to which an Expected Claim Notice has been given is consummateddefinitively withdrawn or resolved in favor of the Indemnified Party, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and Indemnified Party shall promptly so notify the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantIndemnifying Party.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated(a) Except as otherwise set forth in this Section, (i) the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), Articles III and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) IV of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any shall expire at the first anniversary of the parties Closing Date; and (ii) each covenant contained herein shall survive until the Closing Date or, if required to this Agreementbe performed in whole or in part after the Closing Date, until the date that on which such covenant is [***] following required to be fully performed. No claims by Buyer under Section 9.3(a) or Seller under Section 9.2, as the Closing Date; providedcase may be, howeverfor any Loss equal to or less than $250,000 shall be deemed to be a Loss (each, that a “De Minimis Claim”). In no event shall either party be liable for any Losses recoverable by Buyer under Section 9.3(a) or Seller under Section 9.2, as the representations case may be, unless and warranties until the aggregate of such Losses exceed $10,000,000 (the “General Deductible”), and Seller or Buyer, as the case may be, shall be liable only for the amount by which all such recoverable Losses exceed the General Deductible. In addition, payments under Section 9.3(a) by Seller to Buyer or under Section 9.2 by Buyer to Seller, as the case may be, shall not in the aggregate exceed 25% of the Company contained in Section 2.11 Cash Consideration (Intellectual Propertythe “Limit”). (b) For the purpose of (i) determining whether the De Minimis Claim, will remain operative General Deductible or Limit has been exceeded or (ii) measuring and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties indemnifying for Losses with respect to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant representation or warranty contained in Article III or Article IV (but not for purposes of determining whether a breach of a representation or warranty has occurred), such representations and warranties shall be affected by the expiration of such covenantdeemed to have been made without any materiality or similar qualifications contained therein (other than any dollar thresholds contained therein, if any).

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, (a) The representations and warranties set forth herein (other than the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure LetterSection 3.13), and the other certificates required right to commence any claim with respect thereto, shall survive for 12 months from the Closing Date and shall expire thereafter, and the representations and warranties set forth in Section 3.13, and the right to commence any claim with respect thereto, shall survive for 27 months from the Closing Date and shall expire thereafter (such additional 15-month period, the “Extended Survival Period”), it being understood and agreed that the Parent and its Affiliates’ right to make any claim for indemnification under Article VII (including, without limitation, in respect of the representations and warranties in Sections 3.13(j), (k), and (l)) and Section 8.2(a)(iii) shall survive for 27 months from the Closing Date; provided that in the event written notice of any claim for indemnification under Section 8.2 or Section 7.1 shall have been given in accordance with Section 8.3(b) or Section 7.3 hereof or written notice of the commencement of a Tax audit shall have been given in accordance with Section 7.5(f) hereof within the applicable survival period, the right to be delivered pursuant indemnified with respect to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement such matter shall survive the Closing until such time as such matter is fully and remain in full force and effect, regardless of any finally resolved. Any investigation or disclosure other examination that may have been made or may be made at any time by or on behalf of the party to whom representations and warranties are made shall not limit, diminish or in any of way affect or be deemed to modify the representations and warranties in this Agreement, and the parties may rely on the representations, warranties and covenants in this Agreement, and any schedule, exhibit or certificate in respect thereof, irrespective of any information obtained by them by any investigation, examination or otherwise, in all cases subject to any and all limitations to which such representations, warranties and covenants are subject pursuant to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of including the Company contained in Section 2.11 Disclosure Schedule. (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by b) Any covenant or on behalf of or knowledge obtained by any agreement of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed which by its terms contemplates performance after the ClosingClosing shall survive the Closing in accordance with its terms; provided, however, that no right this provision is not intended to indemnification pursuant release any party from liability for any breach occurring prior to Article IX in respect the Closing of any claim based upon any breach of a covenant shall be affected by or agreement that does not survive the expiration of such covenantClosing.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] eighteen (18) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date indefinitely for claims against the Closing Company Shareholders Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the IP Representation and the representations and warranties of the Company contained in Section 2.3 (Capital Structure)any certificate delivered to Acquiror regarding the same subject matter as those covered by the IP Representation pursuant to any provision of this Agreement, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is thirty-six (36) months following the Closing Date for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or knowledge obtained breach of such representations or warranties; provided, further, that the Tax Representation and the representations and warranties of the Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by Tax Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for such claim for claims against the Closing Company Shareholders Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Shareholders’ Agent prior to the expiration of the Escrow Claims Period set forth above shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach fraud or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitationsSubsidiary. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V IV and Article VIV) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until terminated on the day after the date that is [***] 18 months following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 2.2 (Capital Structure), ) and Section 2.14 2.3(a) (Taxes), Section 2.15 (Employee Benefit Plans Authority) and Employee Matters), the in any certificate delivered to Acquiror regarding such representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) warranties, will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] 18 months following the Closing Date) for claims against the Closing Company Shareholders Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow applicable Claims Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by or on behalf of the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V IV and Article VIV) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the ClosingClosing (including without limitation covenants to cause the Acquiror Common Stock issuable pursuant to the First Merger to be registered with the SEC on Form S-3); provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties of the Company Company, the Israeli Subsidiary and the Company Shareholders Sellers contained in this Agreement, the other Transaction Documents (including the Company Disclosure Letter (including and any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twelve (12) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Buyer regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the date that is [***] fifteen (15) months following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantiesDate; provided, further, however, that the Fundamental Representations and the representations and warranties of the Company contained in Section 2.3 (Capital Structure)any certificate delivered to Buyer regarding the same subject matter as those covered by the Fundamental Representations pursuant to any provision of this Agreement, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantieslimitations; provided, provided further, no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Agent Sellers’ Representative prior to the expiration of the Escrow Claims Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Fundamental Claims until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is fifteen (15) months following the Closing Date). If the Share Purchase Exchange is consummated, the representations and warranties of Acquiror and Sub (if applicable) Buyer contained in this Agreement and the other certificates contemplated hereby Transaction Documents shall expire and be of no further force or effect as of the ClosingMarch 1, 2015. If the Share Purchase Exchange is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If (a) The representations and warranties contained in this Agreement shall survive as follows: (i) Except as otherwise provided in Section 7.2(a)(ii), (iii) or (iv), all representations and warranties shall expire on the Share Purchase is consummated, first anniversary of the Closing Date. (ii) Notwithstanding Section 7.2(a)(i) the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Seller as an Indemnifying Party shall survive the Closing and remain in full force and effect, regardless Date until the expiration of any investigation applicable statute of limitations, including extensions thereof, with respect to: (1) the inaccuracy or disclosure misrepresentation in or breach of any representation or warranty made by or on behalf of any of the parties to Seller in this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 Agreement (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages A) arising out of fraud or willful misconduct or (B) relating to matters which are the subject of a Third Party Claim arising from an Excluded Liability; and (2) any inaccuracy or misrepresentation in or breach of any representation or warranty made in Sections 3.14, 3.19 and 3.20 regardless of whether such representations inaccuracy or warranties; provided, further, however, that the representations and warranties misrepresentation or breach arises out of the Company contained in fraud or willful misconduct. (iii) Notwithstanding Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters7.2(a)(i), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative Buyer and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following RBC as Indemnifying Parties shall survive the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Date until the expiration of the applicable statute of limitations. If , including extensions thereof, with respect to any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer or RBC in this Agreement (A) arising out of fraud or willful misconduct or (B) relating to matters which are the Share Purchase is consummatedsubject of a Third Party Claim arising from an Assumed Liability. (iv) Notwithstanding Section 7.2(a)(i), the representations and warranties of Acquiror Seller set forth in Sections 3.1, 3.2, 3.4 and Sub 3.8 (if applicablea) shall survive without expiration. Any cause of action for breach of a representation or warranty contained herein shall expire and terminate unless the party claiming that such breach occurred delivers to the other party written notice and a reasonably detailed explanation of the alleged breach on or before 5:00 P.M., New York City time, on the date on which such representation or warranty expires pursuant to this Section 7.2(a). (b) The covenants contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth survive without expiration unless otherwise expressly provided in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following end of the Closing DateEscrow Period; provided, however, that (i) the representations and warranties of the Company contained in Section 2.11 2.12 (Intellectual Property), Taxes) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following 30 days after the Closing Date expiration of the applicable statute of limitations for claims against the Closing Company Shareholders Effective Time Holders, which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties, and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any breach of such representations and warranties; provided, further, however, that (ii) the representations and warranties of the Company contained in Section 2.3 2.2 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) Additional Escrow Period for claims against the Closing Company Shareholders Effective Time Holders, which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties, and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any breach of such representations and warranties; provided, further, (iii) no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s 's Certificate delivered to the Escrow Agent prior to the expiration of the Escrow applicable Claims Period shall be affected by the expiration of such representations and warranties; and provided, further, that (iv) such expiration shall not affect the rights of any Indemnified Person under Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to survive or be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties of the Company made by Acquiror, Sub, Parent and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), Acquiror Secretary Certificate and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Parent Secretary Certificate shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Escrow Release Date; provided, however, that the representations Special Representations and warranties of the Company contained in Section 2.11 (Intellectual Property), Liquidity Representations will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or a breach of such representations or warranties; provided, provided further, no right to indemnification pursuant to Article IX 6 in respect of any claim that is set forth made in an Officer’s Certificate delivered to accordance with Article 6 during the Escrow Agent prior to the expiration of the Escrow applicable Claims Period shall be affected by the subsequent expiration of such representations and warrantieswarranties after the delivery of the Claim Certificate in respect of such claim; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud, willful breach fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or any Subsidiary (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all All covenants of the parties (including the covenants set forth in Article V and Article VI4) shall expire and be of no further force or effect as of the Closing, except to the extent any such covenants provide or contemplate by their terms that they survive or are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX 6 in respect of any claim made in accordance with Article 6 during the applicable Claims Period based upon any breach of a covenant shall be affected by the subsequent expiration of such covenantcovenant after the delivery of the Claim Certificate in respect of such claim; provided, further, that the Tax Covenants and the Liquidity Covenants shall be deemed to survive until the expiration of the applicable statute of limitations.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] months following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] months following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] months following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. California time on the date that is [***] following twelve (12) months after the Closing Date; provided, however, that or (a) in the representations and warranties case of the Company contained in Section 2.11 (Intellectual Property), will remain operative Fundamental Representations and in full force and effect, regardless of any investigation made by Warranties or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Tax Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations with respect to such Fundamental Representations and Warranties and Tax Matters and (if later than b) in the expiration case of [***] following the Select Matters, until the two (2) year anniversary of the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, furtherhowever, that no right to indemnification pursuant to Article IX 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Officer’s Claim Certificate delivered to the Escrow Effective Time Holders’ Agent prior to the applicable expiration date of the Escrow Period such representation or warranty shall be affected by the expiration of such representations and warrantiesrepresentation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation fraud by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummatedThe representations, the representations warranties and warranties covenants of Acquiror and Sub (if applicable) Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire survive the Closing and be remain in full force and effect, regardless of no further force any investigation or effect as disclosure made by or on behalf of any of the Closingparties to this Agreement, until 11:59 p.m. California time on the date that is twelve (12) months after the Closing Date; provided, however, that any covenants of the Acquirer or its subsidiaries that require performance beyond such expiration date shall continue to survive. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V 4 and Article VI5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement in accordance herewith shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twelve (12) months following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantieslimitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article IX 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Officer’s Claim Certificate delivered to the Escrow Stockholders’ Agent prior to the applicable expiration date of the Escrow Period such representation or warranty shall be affected by the expiration of such representations and warrantiesrepresentation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, fraud or willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the The representations and warranties of Acquiror and Sub (if applicable) Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V 4 and Article VI5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the (a) The representations and warranties of the Company and the Company Shareholders Sellers contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing until the earlier of (i) the date which any R&W Insurance Policy is bound and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any (ii) each of the parties to this Agreementfollowing, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 as applicable: (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to SellA) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations with respect to the Fundamental Representations; (if later than B) with respect to the representations and warranties contained in Section 4.15 (Taxes), until 60 days following the expiration of [***] following the statute of limitations applicable to the subject matter of such representations and warranties; (C) with respect to the representations and warranties contained in Section 4.13 (Employee Benefit Plans), and Section 4.18 (Environmental Laws), until the 24-month anniversary of the Closing Date; and (D) for claims against until the 12-month anniversary of the Closing Company Shareholders Date in the case of all other representations and warranties (each, the “Survival Period”). (b) All of the covenants or other agreements contained in this Agreement shall survive the Closing Date until the first to occur of (i) the date on which seek recovery of Indemnifiable Damages arising out of an inaccuracy such covenants and agreements have been fully performed or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX fulfilled in respect of any claim accordance with their terms and no (c) The parties acknowledge that is the time periods set forth in an Officer’s Certificate delivered this Section 11.1 for the assertion of certain Claims under this Agreement are the result of arm’s-length negotiation among the parties and that the parties intend for the time periods to be enforced as agreed by the Escrow Agent parties. Any Claim or potential Claim for indemnification under this Agreement with respect to any of such matters that (i) is asserted by written notice given in accordance with Section 13.4 prior to the expiration of the Escrow applicable Survival Period shall may be affected by pursued, either prior to or after such expiration, for so long as is necessary to resolve the expiration of such representations and warranties; and providedsame, further, that such expiration shall or (ii) is not affect the rights of any Indemnified Person under Article IX or otherwise so asserted prior to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and Survival Period may not be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed pursued after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantapplicable Survival Period.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties made herein shall survive the Closing and terminate as provided in this Section 6.1. Upon such termination, no party shall have any liability to the other party with respect to a claim of violation of a representation or warranty unless the party entitled to indemnification pursuant to this Article VI (the “Indemnified Party”) shall have given appropriate notice to the party liable for indemnification pursuant to this Article VI (the “Indemnifying Party”) before the termination of the Company relevant representation or warranty as provided in this section and, accordingly, any representation or warranty, and any liability with respect thereto, that would otherwise terminate in accordance with this Section 6.1 shall continue to survive if a notice of a claim shall have been timely given under this Article VI on or prior to such termination, until such claim has been satisfied or otherwise resolved as provided in this Article VI, but only with respect to such claim. The representations and warranties and the Company Shareholders covenants and other obligations contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless for a period of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twenty-four (24) months following the Closing Date; providedClosing, however, that subject to the terms and conditions of this Article VI. Notwithstanding the preceding sentence (i) the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 Sections 2.2.6 (Taxes), Section 2.15 2.2.14 (Employee Benefit Plans ERISA) and Employee 2.2.15 (Environmental Matters), the representations and warranties of the Company Shareholders in Section 3.4 ) shall survive until six (Right to Sell6) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of months after the applicable statute of limitations (if later than the expiration of [***] following the Closing Dateincluding any extensions and waivers thereof) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warrantieshas expired; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, (ii) the representations and warranties in Sections 2.2.1(a), (b), clause (i) of Acquiror and Sub (if applicable) contained in this Agreement Section 2.2.1(c), and the other certificates contemplated hereby shall expire second sentence of Section 2.2.1(d) (Authorization; No Conflicts; Organizational Documents, etc.), 2.2.2 (a), (b) and be (c) (Capitalization), and 2.2.3(h) (Restricted Cash Accounts; Client Cash Accounts)(such representations and warranties, the “Seller Fundamental Representations”) and 2.3.1(a), (b), and clause (i) of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.Section 2.3.1

Survival of Representations and Warranties and Covenants. If (a) The representations and warranties contained in this Agreement shall survive as follows: (i) Except as otherwise provided in Section 9.02(a)(ii), (iii) or (iv), all representations and warranties shall expire on the Share Purchase is consummated, first anniversary of the Closing Date. (ii) Notwithstanding Section 9.02(a)(i) the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Seller as an Indemnifying Party shall survive the Closing and remain in full force and effect, regardless Date until the expiration of any investigation applicable statute of limitations, including extensions thereof, with respect to: (1) the inaccuracy or disclosure misrepresentation in or breach of any representation or warranty made by or on behalf of any of the parties to Seller in this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages Agreement arising out of an fraud or willful misconduct; and (2) any inaccuracy or misrepresentation in or breach of any representation or warranty made in Sections 3.15, 3.20 and 3.21 regardless of whether such representations inaccuracy or warranties; provided, further, however, that the representations and warranties misrepresentation or breach arises out of the Company contained in fraud or willful misconduct. (iii) Notwithstanding Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters9.02(a)(i), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative Buyer and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following RBC as Indemnifying Parties shall survive the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Date until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, including extensions thereof, with respect to any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer or RBC in this Agreement arising out of fraud or willful misconduct. (iv) Notwithstanding Section 9.02(a)(i), the representations and warranties of Acquiror Seller set forth in Sections 3.01, 3.02, 3.04, 3.05, 3.09, 3.12 and Sub 3.14 shall survive without expiration. Any cause of action for breach of a representation or warranty contained herein shall expire and terminate unless the party claiming that such breach occurred delivers to the other party written notice and a reasonably detailed explanation of the alleged breach on or before 5:00 P.M., eastern time, on the date on which such representation or warranty expires pursuant to this Section 9.02(a). (if applicableb) The covenants contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth survive without expiration unless otherwise expressly provided in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company and the Company Shareholders Sellers contained in this Agreement, the Company Disclosure Letter Agreement (including any exhibit or schedule of Schedule to the Company Sellers’ Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] * months following the Closing Date; provided, however, that the representations and warranties of the Company Sellers contained in Section 2.11 (Intellectual Property), *** will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] 18 months following the Closing Date) for claims against the Closing Company Shareholders Sellers which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach fraud or intentional misrepresentation by the Company or any Subsidiary Seller until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) Purchaser contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V IV and Article VIV) shall expire and be of no further force or effect as of on the Closingdate that is 18 months following the Closing Date, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If (a) Each representation and warranty of the Share Purchase is consummatedSeller Parties contained in Section 3.1(a) and (b) and Sections 4.1, 4.2, and 4.17(a) and any certificate related to such representations and warranties will survive the Closing and will continue in full force and effect forever. Other than claims for actual (but not constructive) fraud, each of the other representations and warranties of the Company and the Company Shareholders Seller Parties contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter)Section 3.1 and ARTICLE 4, and the other certificates required any certificate related to be delivered pursuant to Sections 1.5(b)(i)such representations and warranties, 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall will survive the Closing and remain continue in full force and effecteffect for 18 months thereafter, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that except the representations and warranties of set forth in Sections 4.9 and 4.16, which will survive the Company contained in Section 2.11 (Intellectual Property), will remain operative Closing and continue in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, effect until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations expires. (if later than the expiration b) Each representation and warranty of [***] following the Closing DateBuyer contained in Section 3.2(a) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; providedand (b), further, no right and any certificate related to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; , will survive the Closing and provided, further, that such expiration shall will continue in full force and effect forever. Other than claims for actual (but not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any constructive) fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration each of the applicable statute of limitations. If the Share Purchase is consummated, the other representations and warranties of Acquiror Buyer contained in Section 3.2, and Sub any certificate related to such representations and warranties, will survive the Closing and continue in full force and effect for 18 months thereafter. (c) The right to indemnification, reimbursement or other remedy hereunder shall not be affected by (i) any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or obligation or any Excluded Liability or (ii) any supplement to any disclosure schedule. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations. (d) Notwithstanding the foregoing, if, on or prior to the Initial Closing Date, Buyer believes that it is entitled to assert Indemnification Claims for matters involving Damages (other than for willful breach) in excess of 5% of the Closing Purchase Price, it shall promptly, but in any event prior to the Initial Closing, provide Seller with a certificate, executed by an officer of Buyer that (i) sets forth a description of all such matters and Buyer’s estimate of applicable Damages, if applicableascertainable, and (ii) certifies that, to Buyer’s Knowledge, Buyer is not entitled to assert as of the Initial Closing Date any Indemnification Claims other than those set forth therein. Notwithstanding the foregoing, any amount set forth in any such notice shall solely be applicable to the condition to the Initial Closing set forth in Section 7.3(d), and shall in no way limit Buyer’s ability to make a claim for a different amount of Damages with respect to the Indemnification Claims described by it pursuant to this Section 9.1(d), or for other Indemnification Claims of which it becomes aware, following the Initial Closing. (e) Nothing contained in this Agreement and the other certificates contemplated hereby Section 9.1 shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no limit Buyer’s right to indemnification indemnity pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantSections 9.2(b), (c) and (d).

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties of the Company Parent and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Escrow Release Date; provided, however, that the Special Representations and the representations and warranties of Parent and the Company contained in Section 2.11 (Intellectual Property), any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of Parent or knowledge obtained by any of the parties to this AgreementCompany, until the date that is [***] expiration of ninety (90) days following the Closing Date expiration of the applicable statute of limitations (if later than the expiration of the Escrow Release Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, no right to indemnification pursuant to Article IX 5 in respect of any claim that is set forth in an Officer’s Certificate delivered made prior to the Escrow Agent prior to the expiration of the Escrow Period Release Date shall be affected by the expiration of such representations and warrantieswarranties after the delivery of a Claim Certificate in respect of such claim; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX 5 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by Parent or the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the The representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all All covenants of the parties (including the covenants set forth in Article V and Article VI4) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide or contemplate by their terms that they survive or are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX 5 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the day after the date that is [***] 12 months following the Closing Date; provided, however, that (i) the representations and warranties of the Company contained in Section 2.11 2.1 (Intellectual PropertyOrganization, Standing and Power), Section 2.2 (Capital Structure), Section 2.3 (Authority; Noncontravention), Section 2.6 (Litigation), Section 2.8 (Compliance with Laws; Governmental Permits), Section 2.12 (Taxes) and Section 2.13 (Employee Benefit Plans and Employee Matters) and in any certificate delivered to Acquiror regarding any of the foregoing pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until thirty days following the date that is [***] expiration of the applicable statute of limitations (if later than the expiration of 12 months following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; providedDate), further, however, that and (ii) the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell2.10(n) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of day after the applicable statute of limitations (if later than the expiration of [***] date that is 24 months following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, no right to indemnification pursuant to Article ARTICLE IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Stockholders’ Agent prior to the expiration of the Escrow Period applicable survival period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article ARTICLE IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until thirty days following the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article ARTICLE V and Article ARTICLE VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article ARTICLE IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties of the Company and the Company Shareholders Purchaser contained in this Agreement, including any exhibit or schedule to this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), Schedule and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties party to this Agreement, until the date that is [***] following expiration of the Closing DateGeneral Indemnity Period; provided, however, that each Company Fundamental Representation shall survive the representations Closing and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties party to this Agreement, until ** ** (the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure“Representation Termination Date”), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no . No right to indemnification pursuant to this Article IX X in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Agent Company prior to (x) the expiration of the Escrow General Indemnity Period or (y) the expiration of the Representation Termination Date in the case of any Company Fundamental Representation shall be affected by the expiration of such the applicable representations and warranties; , and provided, further, that any such expiration shall not affect the rights of any Indemnified Person under this Article IX X or otherwise to seek recovery of Indemnifiable Damages arising out of any intentional fraud, willful breach or intentional willful misrepresentation committed by the Company or any Subsidiary (the “Fraud”), until the expiration of the applicable statute of limitationslimitations with respect to Fraud. If All covenants and agreements of the Share Purchase is consummatedparties contained herein, including the representations indemnification provisions set forth in Section 10.2(a) hereof other than Section 10.2(a)(i), shall survive the Closing indefinitely, unless otherwise specifically provided in this Agreement. The parties acknowledge that the time periods set forth in this Article X and warranties of Acquiror and Sub (if applicable) contained elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the other certificates contemplated hereby shall expire and be result of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of arms-length negotiations among the parties (including and that the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of parties intend for the Closing, except to the extent such covenants provide that they are time periods to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected enforced as agreed by the expiration of such covenantparties.

Survival of Representations and Warranties and Covenants. If The representations and warranties contained in this Agreement shall survive the Share Purchase is consummatedexecution and delivery of this Agreement, any examination by or on behalf of the Parties hereto and the completion of the transactions contemplated herein, but only to the extent specified below (and the Parties expressly waive and disclaim any statute of limitation prescribing a longer period in which to bring suit): (a) the representations and warranties of the Company and the Company Shareholders Company, except for those contained in this AgreementSections 3.1, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter3.2(a), 3.3 and 3.4 shall terminate at the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xiiFirst Closing; (b) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual PropertySections 3.1, 3.2(a), will remain operative 3.3 and 3.4(a), (b) and (e) and of the Investor shall survive without limitation; (c) all covenants, agreements and obligations required to be performed at or before the First Closing shall terminate at the First Closing; and (d) all covenants, obligations and agreements of each Party contained in full force and effectthis Agreement (other than those required to be performed at or before the First Closing, regardless which shall terminate at the First Closing), shall survive the Second Closing Date indefinitely in accordance with their respective terms. Notwithstanding the expiration of any investigation made by such survival period, if any Party has provided notice with respect to a breach of representation or on behalf of warranty within the applicable survival period, the relevant representation or knowledge obtained by any of the parties warranty shall survive, solely with respect to this Agreementsuch claim as is asserted in such notice, until the date that is [***] following claim has been finally resolved. Except as set forth in the Closing Date preceding paragraph, the Investor hereby waives, from and after the First Closing, any and all other remedies which may be available to it, at law or equity, for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an any breach or inaccuracy or alleged breach or inaccuracy of such representations or warranties; provided, further, however, that the representations and warranties or covenants of the Company contained that terminate at the First Closing, whether such remedies arise under claims in Section 2.3 (Capital Structure)contract, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by tort or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantiesotherwise; provided, further, no right to indemnification pursuant to Article IX that nothing herein shall limit in any way the Investor’s remedies in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX fraud or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation misconduct by the Company in connection herewith or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantTransactions.

Survival of Representations and Warranties and Covenants. If the Share Purchase First Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twelve (12) months following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantieslimitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the Escrow Release Date; provided, further, that no right to indemnification pursuant to Article IX 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Officer’s Claim Certificate delivered to the Escrow Stockholders’ Agent prior to the applicable expiration date of the Escrow Period such representation or warranty shall be affected by the expiration of such representations and warrantiesrepresentation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation fraud by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the The representations and warranties of Acquiror and Sub (if applicable) Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall will expire and be of no further force or effect as of the Closing, except for the representations and warranties of Acquirer in Section 3.2 (Authority; Noncontravention) and Section 3.4 (Valid Issuance) will remain operative and in full force ad effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statutes of limitation. If the Share Purchase First Merger is consummated, all covenants of the parties (including the covenants set forth in Article V 4 and Article VI5) shall expire and be of no further force or 57- effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties and covenants of the Company and the Company Shareholders Shareholder contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] eighteen (18) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Purchaser regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following expiration of the Closing Date applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for claims against the Closing Company Shareholders Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the IP Representation and the Regulatory Representation and the representations and warranties of the Company contained in Section 2.3 (Capital Structure)any certificate delivered to Purchaser regarding the same subject matter as those covered by the IP Representation or the Regulatory Representation pursuant to any provision of this Agreement, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations date that is twenty-four (if later than the expiration of [***] 24) months following the Closing Date) Date for claims against the Closing Company Shareholders Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the Tax Representation and the representations and warranties of the Company contained in any certificate delivered to Purchaser regarding the same subject matter as those covered by Tax Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for such claim against the Company Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Agent Company Shareholder prior to the expiration of the Escrow applicable Claims Period set forth above shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company (subject to the limitations set forth in ARTICLE 9) or any Subsidiary until the expiration of the applicable statute of limitationsCompany Shareholder. If the Share Purchase is consummated, the representations representations, warranties and warranties covenants of Acquiror Parent and Sub (if applicable) Purchaser contained in this Agreement and the other certificates contemplated hereby shall expire survive the Closing and be remain operative and in full force and effect regardless of no further force any investigation or effect as disclosure made by or on behalf of any of the Closingparties to this Agreement, until the date that is eighteen (18) months following the Closing Date; provided, however, that the representations and warranties in Section 4.1 (Organization and Standing), Section 4.2 (Authority; Noncontravention), Section 4.3 (Capitalization), Section 4.7 (Solvency), Section 4.8 (Issuance of Shares), Section 4.9 (Financing), and the representations and warranties of the Parent and Purchaser contained in any certificate delivered to Company and Company Shareholder regarding the same subject matter as those covered by such representations and warranties pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for claims against the Parent and Purchaser which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; and provided further that the covenants of the Parent and Purchaser contained in this Agreement and the other certificates contemplated hereby shall survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) following the date such covenant was or is to be performed; provided, further; that no right to indemnification pursuant to ARTICLE 9 in respect of any claim that is delivered to the Parent or Purchaser prior to the expiration of the applicable claims period set forth above shall be affected by the expiration of such representations and warranties or covenants; and provided, further, that such expiration shall not affect the rights of any Shareholder Indemnified Person to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Parent or Purchaser. If the Share Purchase is consummated, all covenants of the parties Company and the Company Shareholder (including the covenants set forth in Article V ARTICLE 5 and Article VIARTICLE 6) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If (a) The representations and warranties contained in this Agreement shall survive as follows: (i) Except as otherwise provided in Section 8.2(a)(ii), (iii) or (iv), all representations and warranties shall expire on the Share Purchase is consummated, first anniversary of the Closing Date. (ii) Notwithstanding Section 8.2(a)(i) the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Seller as an Indemnifying Party shall survive the Closing and remain in full force and effect, regardless Date until the expiration of any investigation applicable statute of limitations, including extensions thereof, with respect to: (1) the inaccuracy or disclosure misrepresentation in or breach of any representation or warranty made by or on behalf of any of the parties to Seller in this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 Agreement (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages A) arising out of fraud or willful misconduct or (B) relating to matters which are the subject of a Third Party Claim arising from an Excluded Liability; and (2) any inaccuracy or misrepresentation in or breach of any representation or warranty made in Sections 3.14, 3.19 and 3.20 regardless of whether such representations inaccuracy or warranties; provided, further, however, that the representations and warranties misrepresentation or breach arises out of the Company contained in fraud or willful misconduct. (iii) Notwithstanding Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters8.2(a)(i), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative Buyer and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following RBC as Indemnifying Parties shall survive the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Date until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, including extensions thereof, with respect to any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer or RBC in this Agreement arising out of fraud or willful misconduct. (iv) Notwithstanding Section 8.2(a)(i), the representations and warranties of Acquiror Seller set forth in Sections 3.1, 3.2, 3.4, 3.8 and Sub 3.11 shall survive without expiration. Any cause of action for breach of a representation or warranty contained herein shall expire and terminate unless the party claiming that such breach occurred delivers to the other party written notice and a reasonably detailed explanation of the alleged breach on or before 5:00 P.M., New York City time, on the date on which such representation or warranty expires pursuant to this Section 8.2(a). (if applicableb) The covenants contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth survive without expiration unless otherwise expressly provided in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties of the Company Company, the Sellers and the Company Shareholders Buyer contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twelve (12) months following the Closing Date; provided, however, that the representations Special Representations of Buyer on the one hand, and warranties of the Company and the Sellers on the other hand, including those contained in Section 2.11 (Intellectual Property)any certificate delivered to the other party regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] twelve (12) months following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties, other than claims for failure of any of the representations and warranties contained in Section 3.10 (Key Employee Representations) to be true and correct, in which case the Claims Period for Indemnifiable Damages will terminate on the date that is twenty-four (24) months following the Closing Date; provided, provided further, no right to indemnification pursuant to Article IX VII in respect of any claim that is set forth in an Officer’s Certificate delivered made prior to the Escrow Agent prior to the expiration of the Escrow Period Release Date shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX VII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by Buyer, Sellers or the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all All covenants of the parties (including the covenants set forth in Article V and Article VIV) shall expire and be of no further force or effect as of the survive Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummatedThe representations, the representations warranties, covenants, agreements and warranties indemnities of the Company parties contained in this Agreement or any Additional Agreement, or in any writing delivered pursuant to the provisions of this Agreement or any Additional Agreement, will survive any investigation prior, on or subsequent to the date of this Agreement made by any party or its representatives and the Company Shareholders contained consummation of the transactions contemplated in this Agreement, the Company Disclosure Letter (including any exhibit Additional Agreement or schedule of the Company Disclosure Letter), and the other certificates required to be in any writing delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) the provisions of this Agreement shall survive the Closing or any Additional Agreement and remain will continue in full force and effecteffect for the periods specified below (each such period a "Survival Period"): (a) representations, regardless warranties, covenants, agreements and indemnities relating to title to Transferred Assets, the representations, warranties, covenants, agreements and indemnities set forth in Section 4.2, the reporting or ----------- payment of or Liability for Taxes, fraud or willful misrepresentation, and fraudulent or willful incompleteness of disclosure will survive until expiration of any investigation applicable statute or disclosure made by or on behalf period of limitations, and any extensions of the parties to this Agreementapplicable statute or period of limitations; (b) all representations, until warranties, covenants, agreements and indemnities set forth in Section 5.1, will be of no further force and effect on the date ----------- that is two (2) years from the Closing Date; (c) all representations, warranties, covenants, agreements and indemnities set forth in Sections 4.1 and 4.3, will be of no further force and effect on the date that is [***] following five (5) years from the Closing Date; and (d) all other representations, warranties, covenants, agreements and indemnities for which no survival period or termination date is set forth elsewhere in this Agreement, will be of no further force and effect after December 3 1,200 1; provided, however, that the representations and warranties Survival Period will be extended automatically to include any time period necessary to resolve a claim for indemnification which arises out of any written notice to MedSource Indemnitor or Seller Indemnitor advising such Indemnitor of the Company contained in Section 2.11 (Intellectual Property)facts or circumstances that may give rise to a claim for indemnification, will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the provided notice was delivered before expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) Survival Period. Liability for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary item will continue until the expiration of the applicable statute of limitations. If the Share Purchase is consummatedClaim will have been finally settled, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force decided or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantadjudicated.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xiicontemplated hereby (and the indemnification obligations of the Company relating thereto) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. Pacific Time on the date that is [***] fifteen (15) months following the Closing Date (the “Expiration Date”); provided, however, that the representations Special Representations and warranties in any certificate delivered to Acquiror regarding the Special Representations (and the indemnification obligations of the Company contained Indemnifying Parties relating thereto) and otherwise in Section 2.11 (Intellectual Property)the case of, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] fifteen (15) months following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties); and provided, further, that no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Indemnifying Parties’ Agent prior to the expiration of the Escrow Period Claims Period, or with respect to Fundamental Claims, the Subsequent Claims Period, shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of survive until 11:59 p.m. Pacific Time on the Closingdate that is fifteen (15) months following the Closing Date. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant prior to the Closing shall be affected by the expiration of such covenantcovenant (subject to the limitations set forth in this Agreement).

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] 24 months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] the date that is 24 months following the Closing Date) for claims against the Closing Company Shareholders Converting Holders and Management Plan Participants which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX ARTICLE 8 in respect of any claim that is set forth in an Officer’s Claim Certificate delivered to the Escrow Stockholders’ Agent prior to the expiration of the Escrow Holdback Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX ARTICLE 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Fundamental Claims until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is 24 months following the Closing Date). If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed at or after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 8 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. Notwithstanding the foregoing, claims for Indemnifiable Damages may be made during the Claims Period.