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

Survival of Representations and Warranties and Covenants. The representations and warranties made by Acquiror, Sub, Parent and the Company contained in this Agreement, the Acquiror Secretary Certificate and the Parent Secretary Certificate shall survive the Closing and remain in full force and effect, regardless of any investigation made by or on behalf of any of the parties to this Agreement, until the Escrow Release Date; provided, however, that the Special Representations and the Liquidity Representations will remain operative and in full force and effect, regardless of any investigation made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations for claims which seek recovery of Indemnifiable Damages arising out of a breach of such representations or warranties; provided further, no right to indemnification pursuant to Article 6 in respect of any claim that is made in accordance with Article 6 during the applicable Claims Period shall be affected by the subsequent expiration of such representations and warranties 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 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (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. All covenants of the parties (including the covenants set forth in Article 4) 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 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 covenant 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. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release day after the date that is 18 months following the Closing Date; provided, however, that the Special Representations representations and warranties of the Liquidity Representations Company contained in Section 2.2 (Capital Structure) and Section 2.3(a) (Authority) and in any certificate delivered to Acquiror regarding such representations and 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 Effective Time Holders which seek recovery of Indemnifiable Damages arising out of a an inaccuracy or breach of such representations or warranties; provided provided, further, no right to indemnification pursuant to Article 6 VIII in respect of any claim that is made set forth in accordance with Article 6 during an Officer’s Certificate delivered prior to the expiration of the applicable Claims Period shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 VIII or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud fraud, willful breach or intentional misrepresentation by Acquiror, Sub, Parent or on behalf of the Company with respect to such representations and warranties, or (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. All If the Merger is consummated, the representations and warranties of Acquiror 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 Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4IV and Article V) 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 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 6 VIII 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, as modified by the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates delivered 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 Escrow Release date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations and the Liquidity Representations 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 for claims which seek recovery of Indemnifiable Damages arising out of a breach of such representations or warrantieslimitations; provided 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 6 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is made set forth in accordance with Article 6 during an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable Claims Period expiration date of such representation or warranty shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimrepresentation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 8 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation willful breach by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) any Subsidiary until the expiration of the applicable statute of limitations. All The representations and warranties of 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 Merger is consummated, all covenants of the parties (including the covenants set forth in Article 44 and Article 5) 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 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 covenant 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. The If the Share Purchase is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company Sellers contained in this AgreementAgreement (including any exhibit or Schedule to the Sellers’ Disclosure Letter), the Acquiror Secretary Certificate and the Parent Secretary Certificate other certificates 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 Escrow Release date that is *** months following the Closing Date; provided, however, that the Special Representations representations and warranties of the Liquidity Representations Sellers contained in *** 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 18 months following the Closing Date) for claims against the Sellers which seek recovery of Indemnifiable Damages arising out of a an inaccuracy or breach of such representations or warranties; provided further, no right to indemnification pursuant to Article 6 VIII in respect of any claim that is made set forth in accordance with Article 6 during an Officer’s Certificate delivered to the applicable Claims Escrow Agent prior to the expiration of the Escrow Period shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 VIII or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) any Seller until the expiration of the applicable statute of limitations. All covenants If the Share Purchase is consummated, the representations and warranties of Purchaser contained in this Agreement and the parties (including the covenants set forth in Article 4) 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 IV and Article V) shall expire and be of no further force or effect on the date that is 18 months following the Closing Date, 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 6 VIII 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The If the Mergers are consummated, the representations and warranties made by Acquiror, Sub, of Parent and the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation made by or on behalf of any of the parties to this Agreement, effect until the Escrow Release date that is 18 months following the Closing Date; provided, however, that the Special Representations and the Liquidity representations and warranties of Parent and Company contained in 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 made by or on behalf of any of the parties to this Agreement, effect until the expiration of the applicable statute of limitations (if later than the expiration of the date that is 18 months following the Closing Date) for claims against the Company Stockholders and Parent Members which seek recovery of Indemnifiable Damages arising out of a an inaccuracy or breach of such representations or warranties; provided provided, further, no right to indemnification pursuant to Article 6 ARTICLE 8 in respect of any claim that is made set forth in accordance with Article 6 during a Claim Certificate delivered to the applicable Claims Stockholders’ Agent prior to the expiration of the Holdback Period shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 ARTICLE 8 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or Fundamental Claims and any claims relating to a failure of the Company with respect to such representations and warranties, or warranties contained in Section 2.11 (yTaxes) the matters listed in clause (v) of the first sentence of Section 6.2(a) to be true and correct until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is 18 months following the Closing Date). All If the Mergers are consummated, the representations and warranties of Acquiror and the Merger Subs 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 Mergers are consummated, all covenants of the parties (including the covenants set forth in Article 4) 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 at or after the Closing; provided, however, that no right to indemnification pursuant to Article 6 ARTICLE 8 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 covenant after covenant. Notwithstanding the delivery of foregoing, claims for Indemnifiable Damages may be made during 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 limitationsClaims Period.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 end of the Escrow Release DatePeriod; provided, however, that (i) the Special Representations representations and warranties of the Liquidity Representations Company contained in Section 2.12 (Taxes) 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 30 days after the expiration of the applicable statute of limitations for claims against the 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; (ii) the representations and warranties of the Company contained in Section 2.2 (Capital Structure) 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 Additional Escrow Period for claims against the Effective Time Holders, which seek recovery of Indemnifiable Damages arising out of a 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 6 VIII in respect of any claim that is made set forth in accordance with Article 6 during an Officer's Certificate delivered to the Escrow Agent prior to the expiration of the applicable Claims Period shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that (iv) such expiration shall not affect the rights of any Indemnified Person under Article 6 VIII or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud fraud, willful breach or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) any Subsidiary until the expiration of the applicable statute of limitations. All If the Merger is consummated, the representations and warranties of Acquiror 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 Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4) 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 are to survive or are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article 6 VIII 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The (a) Each of the representations and warranties made by Acquiror, Sub, Parent and covenants (except to the Company extent the covenant requires performance beyond such sixty (60) days) contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive until sixty (60) days following the Acquiror Secretary Certificate Closing Date and all claims for indemnification with respect to any breach thereof must be asserted within such survival period or they shall be forever barred. In the event notice of any claim for indemnification under Sections 12.2 and 12.3 hereof has been given within the survival period, of which such notice shall describe in sufficient detail the claim, the asserted indemnification amount and the Parent Secretary Certificate facts supporting such claim, the representations and warranties and covenants that are subject of such indemnification Claim shall survive with respect to such Claim until the final disposition thereof. (b) From time to time prior to the Closing, the Sellers shall promptly supplement or amend information previously delivered to Buyer with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or disclosed in Article II. In no event will any disclosure of any event or circumstance made after the date hereof and prior to the Closing serve to amend any representation or warranty for any purpose of this Agreement, provided that if the Sellers provide prompt prior and remain in full force and effect, regardless accurate written disclosure to Buyer of any investigation made such event or circumstance and its effect on each applicable representation or warranty and Buyer agrees to consummate the transactions contemplated by this Agreement, then no remedy under this Article XII shall be available to the Buyer as it relates to such disclosure. (c) Any remedy under this Article XII for the breach of any representation or warranty or covenant on behalf the part of any of the parties Sellers shall be reduced or eliminated dollar for dollar to the extent Buyer is able to adjust the Purchase Price pursuant to Section 1.6 to offset any liability, damage, claim, cost or expense resulting from such breach. (d) No remedy under this Agreement, until Article XII for the Escrow Release Date; provided, however, that the Special Representations and the Liquidity Representations will remain operative and in full force and effect, regardless breach of any investigation made by representation or warranty or covenant shall be available if, on behalf the Closing Date, the Buyer Knowledge Group has Knowledge of any of the parties to this Agreement, until the expiration of the applicable statute of limitations for claims which seek recovery of Indemnifiable Damages arising out of a such breach of such representations representation or warranties; provided further, no right to indemnification pursuant to Article 6 in respect of any claim that is made in accordance with Article 6 during the applicable Claims Period shall be affected by the subsequent expiration of such representations and warranties 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 6 warranty or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (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. All covenants of the parties (including the covenants set forth in Article 4) 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 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The representations and warranties made by Acquiror, Sub, of Parent and the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release Date; provided, however, that the Special Representations and the Liquidity representations and warranties of Parent and the Company contained in 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 any of Parent or the parties to this AgreementCompany, until the expiration of ninety (90) days following the expiration of the applicable statute of limitations (if later than the expiration of the Escrow Release Date) for claims which seek recovery of Indemnifiable Damages arising out of a an inaccuracy or breach of such representations or warranties; provided further, no right to indemnification pursuant to Article 6 5 in respect of any claim that is made in accordance with Article 6 during prior to the applicable Claims Period Escrow Release Date shall be affected by the subsequent expiration of such representations and warranties after the delivery of the 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 6 5 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud fraud, willful breach or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (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. The representations and warranties of Acquiror and Sub contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. All covenants of the parties (including the covenants set forth in Article 4) 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 6 5 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release date that is twelve (12) months after the Closing Date; provided, however, that or (a) in the Special case of the Fundamental Representations and the Liquidity Representations will remain operative and in full force and effect, regardless of any investigation made by Warranties or on behalf of any of the parties to this AgreementTax Matters, until the expiration of the applicable statute of limitations for claims which seek recovery with respect to such Fundamental Representations and Warranties and Tax Matters and (b) in the case of Indemnifiable Damages arising out the Select Matters, until the two (2) year anniversary of a breach of such representations or warrantiesthe Closing Date; provided furtherprovided, however, that no right to indemnification pursuant to Article 6 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is made set forth in accordance with Article 6 during an Claim Certificate delivered to the Effective Time Holders’ Agent prior to the applicable Claims Period expiration date of such representation or warranty shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimrepresentation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 8 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) any Subsidiary until the expiration of the applicable statute of limitations. All The representations, warranties and covenants of Acquirer contained in this Agreement and the other agreements, certificates and documents 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 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 Merger is consummated, all covenants of the parties (including the covenants set forth in Article 44 and Article 5) 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 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 covenant 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. The If the Share Purchase is consummated, the representations and warranties made by Acquiror, Sub, Parent and covenants of the Company and the Company Shareholder contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release date that is eighteen (18) months following the Closing Date; provided, however, that the Special Representations and the Liquidity representations and warranties of the Company contained in 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 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 Company Shareholder which seek recovery of Indemnifiable Damages arising out of a an inaccuracy or breach of such representations or warranties; provided provided, further, that the IP Representation and the Regulatory 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 the IP Representation or the Regulatory 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 date that is twenty-four (24) months following the Closing Date for claims 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 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 6 ARTICLE 9 in respect of any claim that is made set forth in accordance with Article 6 during a Claim Certificate delivered to the Company Shareholder prior to the expiration of the applicable Claims Period set forth above shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud fraud, willful breach or intentional misrepresentation by Acquiror, Sub, Parent the Company (subject to the limitations set forth in ARTICLE 9) or the Company with respect Shareholder. If the Share Purchase is consummated, the representations, warranties and covenants of Parent and Purchaser contained in this Agreement and the other certificates contemplated hereby shall survive the Closing and 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 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 warrantieswarranties pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or (y) the matters listed in clause (v) disclosure made by or on behalf of any of the first sentence of Section 6.2(a) parties to this Agreement, until the expiration of the applicable statute of limitations. All 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 parties 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 Company and the Company Shareholder (including the covenants set forth in Article 4ARTICLE 5 and ARTICLE 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 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 6 ARTICLE 9 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release date that is eighteen (18) months following the Closing Date; provided, however, that the Special Representations and the Liquidity representations and warranties of the Company contained in 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 any of the parties to this Agreement, indefinitely for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP 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 the IP 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 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 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 for such claim for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of a an inaccuracy or breach of such representations or warranties; provided provided, further, no right to indemnification pursuant to Article 6 VIII in respect of any claim that is made set forth in accordance with Article 6 during a Claim Certificate delivered to the applicable Shareholders’ Agent prior to the expiration of the Claims Period set forth above shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such or any Subsidiary. If the Merger is consummated, the representations and warranties, warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or (y) the matters listed in clause (v) effect as of the first sentence of Section 6.2(a) until Closing. If the expiration of the applicable statute of limitations. All Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4IV and Article V) 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 6 VIII 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations and the Liquidity Representations will remain operative and no right to indemnification pursuant to Article 8 in full force and effect, regardless respect of any investigation made claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Effective Time Holders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by or on behalf of any of the parties to this Agreement, until the expiration of such representation or warranty. The representations and warranties of the applicable statute Company contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of limitations for claims which seek recovery no further force or effect at 11:59 p.m. California time on the 12-month anniversary of Indemnifiable Damages arising out of a breach of such representations or warranties; provided furtherthe Closing provided, however, no right to indemnification pursuant to Article 6 8 in respect of any claim that is made set forth in accordance with Article 6 during an Claim Certificate delivered to the applicable Claims Escrow Agent prior to the expiration of the Escrow Period shall be affected by the subsequent expiration of such representations and warranties. The representations and warranties after of Acquirer contained in this Agreement and the delivery other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Claim Certificate in respect of such claim; and providedClosing. If the Merger is consummated, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (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. All all covenants of the parties (including the covenants set forth in Article 44 and Article 5) 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. Other than for fraud by the Company, however, that no right to indemnification Acquirer and the Company expressly agree pursuant to Article 6 in respect this Section 9.1 to shorten the statutes of any claim made in accordance with Article 6 during the limitations applicable Claims Period to all claims and causes of action based upon any breach inaccuracies in or breaches of a covenant shall be affected by the subsequent expiration of such covenant after the delivery (i) representations and warranties of the Claim Certificate Company in respect this Agreement and (ii) the representations and warranties of such claim; providedAcquirer and Sub in this Agreement, further, that in each case to the Tax Covenants and the Liquidity Covenants shall be deemed to survive until the expiration of the applicable statute of limitationsperiod specified in this Section 9.1.

Survival of Representations and Warranties and Covenants. The representations and warranties made by Acquirorof the Company, Sub, Parent the Israeli Subsidiary and the Company Sellers contained in this Agreement, the Acquiror Secretary Certificate other Transaction Documents (including the Company Disclosure Letter and any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations and the Liquidity representations and warranties of the Company contained in 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 any of the parties to this Agreement, until the expiration of the date that is fifteen (15) months following the Closing Date; provided, however, that the Fundamental Representations and the representations and warranties of the Company contained in 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 or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations for claims which seek recovery of Indemnifiable Damages arising out of a breach of such representations or warrantieslimitations; provided further, no right to indemnification pursuant to Article 6 ARTICLE 9 in respect of any claim that is made set forth in accordance with Article 6 during a Claim Certificate delivered to the applicable Sellers’ Representative prior to the expiration of the Claims Period shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) 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). All If the Share Exchange is consummated, the representations and warranties of Buyer contained in this Agreement and the other Transaction Documents shall expire and be of no further force or effect as of March 1, 2015. If the Share Exchange is consummated, all covenants of the parties (including the covenants set forth in Article 4) 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 6 ARTICLE 9 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 covenant 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 limitationscovenant.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 Escrow Release date that is 24 months following the Closing Date; provided, however, that the Special Representations and the Liquidity representations and warranties of the Company contained in 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 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 Converting Holders and Management Plan Participants which seek recovery of Indemnifiable Damages arising out of a an inaccuracy or breach of such representations or warranties; provided provided, further, no right to indemnification pursuant to Article 6 ARTICLE 8 in respect of any claim that is made set forth in accordance with Article 6 during an Claim Certificate delivered to the applicable Claims Stockholders’ Agent prior to the expiration of the Holdback Period shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 ARTICLE 8 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) 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). All If the Merger is consummated, the representations and warranties of Acquiror 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 Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4) 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 at or after the Closing; provided, however, that no right to indemnification pursuant to Article 6 ARTICLE 8 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 covenant after covenant. Notwithstanding the delivery of foregoing, claims for Indemnifiable Damages may be made during 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 limitationsClaims Period.

Survival of Representations and Warranties and Covenants. The representations representations, warranties, covenants, agreements and warranties indemnities of the 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 Acquiror, Sub, Parent any party or its representatives and the Company contained consummation of the transactions contemplated in this Agreement, any Additional Agreement or in any writing delivered pursuant to the Acquiror Secretary Certificate provisions of this Agreement or any Additional Agreement and the Parent Secretary Certificate shall survive the Closing 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 made by applicable statute or on behalf period of limitations, and any extensions of the parties to applicable statute or period of limitations; (b) all representations, 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 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, until the Escrow Release Datewill be of no further force and effect after December 3 1,200 1; provided, however, that the Special Representations and the Liquidity Representations Survival Period will remain operative and in full force and effect, regardless be extended automatically to include any time period necessary to resolve a claim for indemnification which arises out of any investigation made by written notice to MedSource Indemnitor or on behalf of any Seller Indemnitor advising such Indemnitor of the parties facts or circumstances that may give rise to this Agreementa claim for indemnification, until the provided notice was delivered before expiration of the applicable statute of limitations Survival Period. Liability for claims which seek recovery of Indemnifiable Damages arising out of a breach of such representations or warranties; provided further, no right to indemnification pursuant to Article 6 in respect of any claim that is made in accordance with Article 6 during the applicable Claims Period shall be affected by the subsequent expiration of such representations and warranties after the delivery of item will continue until the Claim Certificate in respect of such claim; and providedwill have been finally settled, further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 decided or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (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. All covenants of the parties (including the covenants set forth in Article 4) 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 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 covenant 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 limitationsadjudicated.

Survival of Representations and Warranties and Covenants. The If the Merger is consummated, absent fraud, willful breach or intentional misrepresentation, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Schedule (including any exhibit or schedule to the Company Disclosure Schedule), and the Parent Secretary Certificate other certificates contemplated hereby (and the indemnification obligations of the Company relating thereto) 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 Escrow Release Datedate that is 18 months following the Closing Date (or if such date is not a Business Day, until such time on the first Business Day thereafter); provided, however, that the Special Representations representations and warranties of the Company contained in Section 2.2 (Capitalization), Section 2.3 (Due Authorization), Section 2.13 (No Finder’s Fees; Transaction Expenses) or Section 2.15 (Tax Returns and Payment) and in any certificate delivered to Acquiror regarding Capitalization, Due Authorization, Finder’s Fees or Tax Returns (and the Liquidity Representations indemnification obligations of the Company Stockholders relating thereto) 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 11:59 p.m. Pacific Time on the expiration of date that is 36 months following the applicable statute of limitations for claims which seek recovery of Indemnifiable Damages arising out of Closing Date (or if such date is not a breach of Business Day, until such representations or warrantiestime on the first Business Day thereafter); provided and provided, further, that no right to indemnification pursuant to Article 6 IX in respect of any claim that is made set forth in accordance an Officer’s Certificate delivered to the Stockholders’ Agent prior to the expiration of the Claims Period, or with Article 6 during respect to Special Matters, the applicable Subsequent Claims Period Period, shall be affected by the subsequent expiration of such representations and warranties 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 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such warranties. The representations and warrantieswarranties of Acquiror and the Merger Sub contained in this Agreement, the Acquiror Related Agreements or (y) in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the matters listed in clause (v) of Closing. If the first sentence of Section 6.2(a) until the expiration of the applicable statute of limitations. All Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4) 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 6 IX in respect of any claim made in accordance with Article 6 during the applicable Claims Period based upon any breach of a covenant prior to the Closing shall be affected by the subsequent expiration of such covenant (subject to the limitations set forth in this Agreement). Acquiror’s right to recover Indemnifiable Damages under this Agreement shall in no way be affected by any investigation by or knowledge of Acquiror, whether prior to or 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 limitationsdate hereof.

Survival of Representations and Warranties and Covenants. The If the Share Purchase is consummated, the representations and warranties made by Acquirorof the Company, Sub, Parent the Israeli Subsidiary and the Company Shareholders contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter) and the Parent Secretary Certificate other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation made by or on behalf of any of the parties to this AgreementPurchaser, until the Escrow Release 12-month anniversary of the Closing Date or, in the event that a Applicable ChangeAnnouncement, if such announcement ultimately results in an Applicable Change, shall occur prior to the 12-month anniversary of the Closing Date, until the 18-month anniversary of the Closing Date; provided, however, that the Special Representations and the Liquidity representations and warranties of the Company and the Israeli Subsidiary contained in 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 made by or on behalf of any of the parties to this AgreementPurchaser, until after the expiration of the applicable statute of limitations (if later than the expiration of 18 months following the Closing Date) for claims against the Indemnifying Parties which seek recovery of Indemnifiable Damages pursuant to the terms of this ARTICLE 9, to the extent arising out of a an inaccuracy or breach of such representations or warranties, except that representations and warranties set forth in Section 2.9 (Intellectual Property) shall remain in full force and effect, regardless of any investigation made by or on behalf of Purchaser, for a period of thirty-six (36) months following the Closing Date; provided furtherprovided, however, that no right to indemnification pursuant to Article 6 ARTICLE 9 in respect of any claim that is made in accordance with Article 6 during delivered to the Shareholders’ Agent prior to the expiration of the applicable Claims Period survival period shall be affected by the subsequent expiration of such representations and warranties after the delivery of the Claim Certificate in respect of such claimwarranties; and provided, provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 6 ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (y) the matters listed in clause clauses (viii) – (xi) of Section 9.1(a) or any fraud of the first sentence of Section 6.2(a) Company, the Israeli Subsidiary or their respective officers or directors or any Company Securityholders to the extent in connection with the Company, the Israeli Subsidiary, this Agreement, the Share Purchase and the other transactions contemplated hereby until the expiration of the applicable statute of limitations. All If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article 4) 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 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 covenant 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. The If the First Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates 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 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; 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, howeverfurther, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Special Representations Stockholders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud by the Company until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the Liquidity Representations other agreements, certificates and documents contemplated hereby 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 and 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 statute statutes of limitations for claims which seek recovery of Indemnifiable Damages arising out of a breach of such representations or warranties; provided furtherlimitation. If the First Merger is consummated, no right to indemnification pursuant to Article 6 in respect of any claim that is made in accordance with Article 6 during the applicable Claims Period shall be affected by the subsequent expiration of such representations and warranties 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 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or (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. All all covenants of the parties (including the covenants set forth in Article 44 and Article 5) shall expire and be of no further force or 57- 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 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 covenant 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. The If the Merger is consummated, the representations and warranties made by Acquiror, Sub, Parent and of the Company contained in this Agreement, the Acquiror Secretary Certificate Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the Parent Secretary Certificate other certificates contemplated hereby (and the indemnification obligations of the Company relating thereto) 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 Escrow Release date that is fifteen (15) months following the Closing Date (the “Expiration Date”); provided, however, that the Special Representations and in any certificate delivered to Acquiror regarding the Liquidity Special Representations (and the indemnification obligations of the Company Indemnifying Parties relating thereto) and otherwise in the case of, 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 for claims which seek recovery (if later than the expiration of Indemnifiable Damages arising out of a breach of such representations or warrantiesfifteen (15) months following the Closing Date); provided and provided, further, that no right to indemnification pursuant to Article 6 VIII in respect of any claim that is made set forth in accordance an Officer’s Certificate delivered to the Indemnifying Parties’ Agent prior to the expiration of the Claims Period, or with Article 6 during respect to Fundamental Claims, the applicable Subsequent Claims Period Period, shall be affected by the subsequent expiration of such representations and warranties after warranties. If the delivery of Merger is consummated, 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 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warrantieswarranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall survive until 11:59 p.m. Pacific Time on the date that is fifteen (15) months following the Closing Date. If the Merger is consummated, or (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. All all covenants of the parties (including the covenants set forth in Article 4) 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 6 VIII in respect of any claim made in accordance with Article 6 during the applicable Claims Period based upon any breach of a covenant prior to the Closing shall be affected by the subsequent expiration of such covenant after (subject to the delivery of the Claim Certificate limitations set forth 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 limitationsthis Agreement).