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. ***Confidential Treatment Requested.

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. ***Confidential Treatment Requested.

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. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If Subject to the Share Purchase is consummatedlimitations and other provisions of this Agreement, (a) the representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Company Parties contained herein and the Company Shareholders contained right of an Indemnitee to bring an indemnification claim under this Article XI in this Agreementrespect of any breach thereof, 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 shall remain in full force and effect, regardless of any investigation or disclosure made by or effect until 11:59pm (Pacific time) on behalf of any of the parties to this Agreement, until the date that is [***] following fifteen (15) months after the Closing Date; provided, however, that the representations and warranties of (b) the Company contained Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in Section 2.11 (Intellectual Property)respect of any breach thereof, will shall survive the Closing and shall remain operative and in full force and effecteffect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, regardless (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any investigation made by or breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) 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 sixty (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 Sell60) 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 days after the expiration of the applicable statute of limitations (if later than giving effect to any waiver, mitigation or extension thereof) applicable to 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 subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or warranties; providedcomplied with, furtherin whole or in part, no right to indemnification pursuant to Article IX at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in respect of any claim that is set forth in an Officer’s Certificate delivered accordance with their respective terms. Notwithstanding the foregoing or anything to the Escrow Agent contrary in this Agreement, (x) if written notice of a claim has been given in the manner required by this Article XI prior to the expiration of the Escrow Period shall be affected applicable representations, warranties or covenants by the expiration of party seeking indemnification for such representations claim, then the relevant representations, warranties 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 covenants of the applicable statute party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of limitations. If the Share Purchase is consummatedsurvival periods, the representations and warranties of Acquiror and Sub (if applicable) termination dates or limitations contained in this Agreement and the other certificates contemplated hereby Article XI 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 apply to the extent such covenants provide that they are any claims relating 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. ***Confidential Treatment RequestedFraud.

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. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company Company, the Israeli Subsidiary 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 AgreementPurchaser, until the date 12-month anniversary of the Closing Date or, in the event that is [***] following 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 representations and warranties of the Company and the Israeli Subsidiary 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 made by or on behalf of or knowledge obtained by any Purchaser, until after the expiration of the parties to this Agreement, until applicable statute of limitations (if later than the date that is [***] expiration of 18 months following the Closing Date Date) for claims against the Closing Company Shareholders Indemnifying Parties which seek recovery of Indemnifiable Damages pursuant to the terms of this ARTICLE 9, to the extent arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, except that the representations and warranties of the Company contained set forth in Section 2.3 2.9 (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 SellIntellectual Property) will shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any Purchaser, for a period of the parties to this Agreement, until the expiration of the applicable statute of limitations thirty-six (if later than the expiration of [***] 36) 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, furtherhowever, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Shareholders’ 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, 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 matters listed in clauses (iii) – (xi) of Section 9.1(a) or any fraud of the 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. 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. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Asset Purchase is consummated, the representations and warranties of the Company and the Company Shareholders Seller contained in this Agreement, the Company Seller Disclosure Letter (including any exhibit or schedule of to the Company Seller 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 months following the Closing Date; provided, howeverprovided further, 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 VIII in respect of any claim based upon any misrepresentation or breach of a representation or warranty 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 or intentional misrepresentation by the Company or any Subsidiary Seller until the expiration of the applicable statute of limitations. If the Share Asset 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. ***Confidential Treatment Requested.

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. ***Confidential Treatment Requested.

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. ***Confidential Treatment Requested.

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 covenant. ***Confidential Treatment Requestedcovenant 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 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. ***Confidential Treatment Requested.

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. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If The parties, intending to contractually shorten the Share Purchase is consummatedapplicable statute of limitations, the representations hereby acknowledge, represent, warrant, covenant and warranties agree that none of the Company representations, warranties, covenants and agreements of the Company Shareholders contained parties in this Agreement, Agreement or in any instrument delivered by the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered parties 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 other than (a) the Company Fundamental Reps, Seller Fundamental Reps, Purchaser Fundamental Reps, Section 4.08 and remain in full force and effectSection 4.15, regardless each of any investigation or disclosure made by or on behalf which shall survive the Closing through the earlier of any of (i) the parties to this Agreement, until thirtieth (30th) day following the date that is [***] on which the Purchaser publicly announces its earnings for the fiscal year ended December 31, 2015 and (ii) nine (9) months following the Closing (such earliest date, the “Survival Expiration 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 (b) all covenants and effect, regardless of any investigation made other agreements that by or on behalf of or knowledge obtained by any of the parties their terms are to this Agreement, until the date that is [***] following be performed after the Closing Date for claims against shall survive the Closing Company Shareholders which seek recovery in accordance with their terms. If written notice of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that a claim has been given in 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 manner required 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 XI prior to the expiration of the Escrow Period shall be affected applicable representations and warranties by the expiration of party seeking indemnification for such claim, then the relevant 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 warranties of the applicable statute party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI. Any claim pursuant to Section 11.02(a)(iii) must be made on or prior to the Survival Expiration Date; provided, that if written notice of limitationssuch a claim has been given in the manner required by this Article XI on or prior to the Survival Expiration Date, then such claim shall survive until such claim has been finally resolved pursuant to this Article XI. If The aggregate amount of all Losses under each such unresolved indemnification claim made in accordance with this Article XI which remains outstanding and unresolved as of the Share Purchase is consummatedSurvival Expiration Date shall be collectively referred to, for purposes of the Limited Guaranty or otherwise, as the “Outstanding Claims.” Solely for purposes of this Article XI, 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 consummatedArticle IV, 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 VI are made as of the Closingdate of this Agreement and as of the Closing Date (unless expressly made as of an earlier date, except to the extent such covenants provide that in which case they are made as of such date) so that an Indemnitee may recover Losses for any failure of any representation or warranty 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 true and correct at either such covenant. ***Confidential Treatment Requesteddate.

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 including any extensions and waivers thereof) has expired; and (ii) the expiration representations and warranties in Sections 2.2.1(a), (b), clause (i) of [***] following Section 2.2.1(c), and the Closing Datesecond sentence of Section 2.2.1(d) for claims against (Authorization; No Conflicts; Organizational Documents, etc.), 2.2.2 (a), (b) and (c) (Capitalization), and 2.2.3(h) (Restricted Cash Accounts; Client Cash Accounts)(such representations and warranties, the Closing Company Shareholders which seek recovery “Seller Fundamental Representations”) and 2.3.1(a), (b), and clause (i) of Indemnifiable Damages arising out Section 2.3.1(c) (Authorization; No Conflicts; Status of an inaccuracy or breach of such representations or warranties; providedBuyer, 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 etc.) (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 “Buyer Fundamental Representations”) and warranties of Acquiror the covenants and Sub (if applicable) contained other obligations in this Agreement and shall survive 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. ***Confidential Treatment RequestedClosing indefinitely.

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 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 execution and remain in full force delivery of this Agreement and effect, regardless the closing and the consummation of the transactions contemplated hereby (and any examination or investigation or disclosure made by or on behalf of any party hereto) for a period of 12 months from the Closing Date (the "Cut-Off Date"). Notwithstanding the foregoing, (i) any obligation in respect of a claim for indemnity as a result of a breach of any representation or warranty of any party that is asserted in writing with reasonable specificity as to the nature and, if then reasonably determinable, amount of the parties claim prior to this Agreementthe Cut-Off Date or the applicable Tax Claims Date, in each case as applicable, shall survive past such date until the date that is [***] following the Closing Date; providedfinally resolved or settled, however, that (ii) any obligation in respect of a claim by a party for indemnity arising from or related to a breach of the representations and warranties of the Company contained set forth 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, shall survive until 30 days following the expiration of the applicable statute of limitations (if later than the expiration of [***] following "Tax Claims" and such date, the Closing "Tax Claims Date"); and (iii) 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 any obligation in respect of any a claim that is set forth in an Officer’s Certificate delivered by a party for indemnity arising from or related to the Escrow Agent prior to the expiration a breach 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 VISections 2.1 (Organization), 2.2 (Authority), 2.15 (Brokers), 2.16 (Purchased Assets), 2.29 (Investment Representations), 3.1 (Organization), 3.2 (Authorization), 3.5 (Issuance of Securities), 3.10 (Brokers) shall expire and be of no further force or effect as of the Closing3.13 (Buyer Acknowledgement), 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 a breach of a covenant set forth in ARTICLE IV, a claim arising from or related to fraud or willful misrepresentation on the part of the other party, or a claim by Buyer with respect to the Excluded Assets or Excluded Liabilities, or by Seller with respect to the Assumed Liabilities, shall be affected by survive indefinitely (collectively, the expiration of such covenant. ***Confidential Treatment Requested"Indefinite Claims").

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. ***Confidential Treatment Requested.. EXECUTION COPY CONFIDENTIAL

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. ***Confidential Treatment Requested.

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, Agreement (as modified by 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 contemplated by 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 Agreementhereto, until 11:59 pm (Pacific Time) on the date that is [***] eighteen (18) months following the Closing Date; provided, however, provided that the representations Company Fundamental Representations (as modified by the applicable Company Disclosure Schedule) and warranties the provisions of any certificate delivered to Acquirer regarding the Company contained in Section 2.11 (Intellectual Property), Fundamental Representations pursuant to 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 of the parties hereto (except as and 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 extent set forth in the Company contained in Section 2.3 (Capital StructureDisclosure Letter), 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 warrantiesFundamental Claims Period; provided, further, that no right to indemnification pursuant to this Article IX VIII in respect of any claim that is set forth in an Officer’s Certificate delivered to the Stockholders’ Agent and the Escrow Agent prior to the expiration of the Escrow Period in accordance with the terms hereof shall be affected by the expiration of the representation and warranty subject to such representations and warrantiesclaim ; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under this Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or actual and intentional misrepresentation fraud by the Company or any Subsidiary Company, which shall continue until and expire at 11:59 pm (Pacific Time) on the thirtieth (30th) day following the expiration of the applicable statute of limitationslimitations for the subject matter of such claim. 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 by this Agreement 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 hereto (including the covenants set forth in Article V IV and Article VIV) shall expire and be of no further force or effect as of survive in accordance with their respective terms until the Closing, except to the extent date on which 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. ***Confidential Treatment Requestedis fully performed.

Survival of Representations and Warranties and Covenants. If Subject to the Share Purchase is consummatedlimitations and other provisions of this Agreement, 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 Parties made herein shall survive the Closing and remain continue in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, effect until the date that is [***] 15 months following the Closing Date; provided, however, that (i) the representations and warranties of the Company contained set forth in Section 2.11 Sections 2.1 (Intellectual PropertyOrganization, Qualification and Power), will remain operative 2.2(a) (Subsidiaries), 2.3 (Capitalization and Related Matters), 2.4(a), (b) and the first sentence of (e) (Enforceability; Noncontravention; Consents), and 2.32 (Brokers, Finders) shall survive in full force perpetuity 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 (ii) the representations and warranties set forth in Sections 2.8 (Taxes) and 2.21 (Environmental Matters) shall survive the Closing and continue in effect until 30 days after the expiration of all applicable statutes of limitations with respect to the Company contained matters addressed therein (including any extensions or tollings thereof). Notwithstanding any provision of this Agreement to the contrary, no Parent Indemnified Person or Unitholder Indemnified Person shall be entitled to recover for any Losses unless such party shall have delivered to the indemnifying party (and, in the case of any claim by a Parent Indemnified Person, the Representatives) a written notice within the applicable survival period contemplated by this Section 7.1, and if such a notice is given, the survival period for the claim asserted in such claim notice shall continue until such claim is fully resolved. Except as otherwise expressly set forth in this Agreement, all covenants, agreements and obligations made by any Party herein shall continue to be enforceable in accordance with their terms and, if no specific term is specified, in perpetuity. The representations and warranties set forth in Sections 2.1 (Organization, Qualification and Power), 2.2(a) (Subsidiaries), 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans Capitalization and Employee Related Matters), 2.4(a), (b) and the representations first sentence of (e) (Enforceability; Noncontravention; Consents) and warranties of the Company Shareholders in Section 3.4 2.32 (Right to Sell) will remain operative and in full force and effectBrokers, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this AgreementFinders), 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 referred to herein as 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. ***Confidential Treatment RequestedFundamental Reps.”

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. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company Selling Shareholders and the Company Shareholders Acquirer 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 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 [***] eighteen (18) months following the Closing Date) for claims against the Closing Company Selling 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 9 in respect of any claim that is set forth in an Officer’s Claim Certificate delivered to the Escrow Shareholders' 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 9 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 Selling Shareholders 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 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. ***Confidential Treatment Requested.