Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day of the Escrow Period; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of the representations and warranties, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this AgreementAgreement (including the Company Disclosure Schedule), the Company Disclosure Schedule Compliance Certificate or in any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day of the Escrow PeriodDecember 31, 2009; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (iiA) if, at any time prior to expiration the end of the representations and warrantiesEscrow Claim Period, any Parent Indemnitee delivers to the Company Shareholders' Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company for which the Escrow Claim Period has not expired (and setting forth in reasonable detail the basis for such Parent Indemnitee's ’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Claim Period until such time as such claim is fully and finally resolved and for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved; and (B) the representations and warranties in Section 3.3 (Capitalization) and Section 3.14 (Tax Matters) shall survive until the expiration of the respective statute of limitations. All representations and warranties made by Parent and Merger Sub shall expire at the Closing, except that the representations and warranties made in Sections 4.2 and 4.3 shall survive as long as any portion of the Escrow Funds or the Milestone Merger Consideration remains undistributed, and then only to the extent applicable to Parent’s and Merger Sub’s ability to perform their obligations under this Agreement and the Escrow Agreement, as applicable, with respect to the Escrow Funds or the Milestone Merger Consideration. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth Stockholders in Section 2 and the representations set forth (other than in the Company Compliance CertificateSection 2.9) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day first anniversary of the Escrow PeriodClosing Date and the representations and warranties made by the Stockholders in Section 2.9 shall survive the Closing and shall expire on the third anniversary of the Closing Date; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration the first or third anniversary of the representations and warrantiesClosing Date, as the case may be, any Indemnitee (acting in good faith) delivers to the Company Shareholders' Representative Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Stockholders (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end first or third anniversary of the Escrow Period Closing, as the case may be, until such time as such claim is fully and finally resolved. All of the covenantsExcept as set forth below, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All all representations and warranties made by Parent and Merger Sub shall terminate and expire at the end as of the Escrow PeriodEffective Time, and any Liability liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such . The representations and warranties made by Parent and Merger Sub in Sections 3.2 and 3.3 of this Agreement shall survive the Closing and shall expire on the first anniversary of the Closing date. The covenants and agreements of the parties in this Agreement shall survive the Closing and shall be fully effective and enforceable for the periods therein indicated (as of the end of which period they shall terminate and cease to be of further force or effect) or, where not exceed $3,775,000indicated, without limitation as to time.

Survival of Representations, Etc. (a) The representations representations, warranties, covenants and warranties obligations made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations and warranties set forth or incorporated directly or indirectly in the Company Compliance Certificatecertificates referred to in Section 5) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day Closing. All of the Escrow Period; provided, however, that representations and warranties of the Company set forth in this Agreement (i) except with respect to the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 ) and Section 2.16 shall survive until the expiration all covenants of the relevant statute Company in this Agreement shall expire on the date that is 14 months after the Closing Date, and the representations and warranties of limitations the Company set forth in Section 2.3 shall expire on the date that is 36 months after the Closing Date and (ii) any liability of the Company and the equityholders of the Company with respect to such representations, warranties, covenants and obligations shall thereupon cease, except in the case of fraud and provided, however, that if, at any time prior to expiration of the representations and warrantiesdate on which a representation or warranty would otherwise expire, any Indemnitee (acting in good faith) delivers to the Company Shareholders' Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 7.6(a)) alleging the existence of an inaccuracy in or a breach of any of the such representations and warranties made by the Company (and setting forth in reasonable detail the basis for or a breach of any of such Indemnitee's belief that such an inaccuracy or breach may exist) covenants and asserting a claim for recovery under Section 9.2 7.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice Notice of Indemnification Claim shall survive the end of the Escrow Period date on which such representation or warranty or covenant would otherwise expire until such time as such claim is fully and finally resolved. All of the covenantsrepresentations, agreements warranties, covenants and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end as of the Escrow PeriodEffective Time (other than the covenants and obligations of Parent set forth in Section 4), and any Liability liability of Parent or Merger Sub with respect to such representations representations, warranties, covenants and warranties obligations shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000.

Survival of Representations, Etc. (a) The representations and warranties made by the Company contained in this Agreement, the Company Related Agreements, the Disclosure Schedule Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 Article 3, Article 4, and the representations set forth in the Company Compliance CertificateArticle 5) shall survive the Closing and shall expire at 11:59 p.m. Pacific Eastern Time on the final day one-year anniversary of the Escrow Periodthis Agreement; provided, however, that the Seller Fundamental Representations and the Acquiror Fundamental Representations shall survive the Closing and shall expire at 11:59 p.m. Eastern Time on the later of (i) the representations five-year anniversary of this Agreement and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until (ii) the expiration of the relevant applicable statute of limitations and (ii) ifthe “Survival Period”). If, at any time prior to the expiration of the representations and warrantiesSurvival Period, any Indemnitee delivers to the Company Shareholders' Representative an Indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and or warranties made by of the Company Indemnifying Party (and setting forth in reasonable detail the basis for such Indemnitee's ’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 this Article 9 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Survival Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All (b) The representations and warranties (inclusive of the Disclosure Schedules), covenants and obligations of each party, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by Parent or knowledge of, any of such parties. The parties recognize and Merger Sub shall terminate and expire at agree that the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon ceasealso operate as bargained for promises and risk allocation devices and that, accordingly, any party’s knowledge, and the waiver of any Liability condition based on the accuracy of Parent any representation or Merger Sub warranty, or on the performance of or compliance with respect to such representations and warranties any covenant or obligation, shall not exceed $3,775,000.affect the right to indemnification or payment of Damages pursuant to this Article 9, or other remedy based on such representations, warranties, covenants, and obligations. 62

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) Agreement shall survive the Closing for a period of 12 months from the Closing Date (the 12-month period during which the Company’s representations and shall expire at 11:59 p.m. Pacific Time on warranties survive being herein referred to as the final day of the “Escrow Claim Period”); provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration the end of the representations and warrantiesEscrow Claim Period, any Indemnitee delivers to the Company Shareholders' Stockholders’ Representative a written notice alleging in good faith the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company in Section 2 of this Agreement (and setting forth in reasonable detail the basis for such Indemnitee's ’s belief that such an inaccuracy or breach may exist) and asserting in good faith a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breachbreach (which notice, the parties acknowledge and agree, may be in the form of a Claim Notice, the contents and delivery of which satisfy the content and delivery requirements of an Escrow Claim Notice pursuant to Section 10.5 below, or an Escrow Claim Notice (as defined below)), then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Claim Period until such time as such claim is fully and finally resolvedresolved and a number of the Base Escrow Shares equal to the quotient of (i) the amount of Damages sought by the Indemnitee in good faith divided by (ii) the Exchange Ratio Price shall continue to be held in escrow pursuant to the terms of Section 10. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent and Merger Sub with respect to such representations and warranties shall thereupon cease. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement shall survive (iy) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000.in

Survival of Representations, Etc. (aa)(i) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) Agreement shall survive the Closing for a period of 12 months from the Closing Date (the 12-month period during which the Company’s representations and shall expire at 11:59 p.m. Pacific Time on warranties survive being herein referred to as the final day of the “Escrow Claim Period”); provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration the end of the representations and warrantiesEscrow Claim Period, any Indemnitee delivers to the Company Shareholders' Stockholders’ Representative a written notice alleging in good faith the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company in Section 2 of this Agreement (and setting forth in reasonable detail the basis for such Indemnitee's ’s belief that such an inaccuracy or breach may exist) and asserting in good faith a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breachbreach (which notice, the parties acknowledge and agree, may be in the form of a Claim Notice, the contents and delivery of which satisfy the content and delivery requirements of an Escrow Claim Notice pursuant to Section 10.5 below, or an Escrow Claim Notice (as defined below)), then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Claim Period until such time as such claim is fully and finally resolvedresolved and a number of the Base Escrow Shares equal to the quotient of (i) the amount of Damages sought by the Indemnitee in good faith divided by (ii) the Exchange Ratio Price shall continue to be held in escrow pursuant to the terms of Section 10. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent and Merger Sub with respect to such representations and warranties shall thereupon cease. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement shall survive (iy) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (iiz) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000.

Survival of Representations, Etc. (a) The Subject to Section 8.1(d), (i) the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith of Seller (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in Seller Closing Certificate), and any claim for a breach of a covenant or obligation required to be performed by Seller prior to the Company Compliance Certificate) Closing, shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day second anniversary of the Escrow PeriodClosing Date, and (ii) each covenant and obligation required to be performed after the Closing by Seller shall survive the Closing and, if such covenant or obligation has an express termination date, shall expire on such termination date; provided, however, that if a Claim Notice (ias defined in Schedule 10.9(c)) with respect to a particular representation, warranty or breach of a covenant or obligation of or by Seller is given to Seller on or prior to the applicable expiration date, then, notwithstanding anything to the contrary contained in this Section 8.1(a), such representation, warranty or claim for breach shall not so expire with respect to the claim or claims described in such Claim Notice, but rather shall remain in full force and effect with respect to such claim or claims until such time as such claim or claims (including any indemnification claim asserted by any Purchaser Indemnified Person under Section 8.2) have been fully and finally resolved. The representations and warranties set forth in Section 2.33, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of the representations and warranties, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or claim for a breach of any a covenant or obligation required to be performed by Purchaser prior to the Closing, shall expire on the second anniversary of the representations Closing Date, and warranties made each covenant and obligation required to be performed after the Closing by Purchaser shall survive the Company (and setting forth in reasonable detail the basis for Closing and, if such Indemnitee's belief that such covenant or obligation has an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based express termination date, shall expire on such alleged inaccuracy or breachtermination date; provided, then the however, that if a Claim Notice with respect to a particular representation or warranty underlying or breach of a covenant or obligation of Purchaser or Parent is given to Purchaser or Parent on or prior to the applicable expiration date, then, notwithstanding anything to the contrary contained in this Section 8.1(a), such representation, warranty or claim for breach shall not so expire with respect to the claim asserted or claims described in such notice Claim Notice, but rather shall survive the end of the Escrow Period remain in full force and effect with respect to such claim or claims until such time as such claim is or claims (including any indemnification claim asserted by any Seller Indemnified Person under Section 8.3) have been fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000.

Survival of Representations, Etc. (a) All statements by a party contained in this Agreement and any schedule attached hereto shall be deemed to be representations and warranties by such party hereunder. The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) contained herein shall survive the Closing Date (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at any time before the date which shall expire at 11:59 p.m. Pacific Time on be) until the final day first anniversary of the Escrow PeriodClosing Date; provided, however, that (i) the Selling Shareholders' representations and warranties set forth in Section 2.33.3 (Ownership of Capital Stock; Title), Section 2.143.10 (Environmental Matters), Section 2.15 3.19 (Employee Plans) Section 3.23 (Tax Matters), and Section 2.16 3.27 (Brokers; Transaction Costs) shall survive until the expiration of the relevant applicable statute of limitations (with extensions) with respect to the matters addressed in such sections and the Selling Shareholders' representations and warranties in Section 3.29 (iiYear 2000 Compliance) ifshall survive until March 31, at 2000. No investigation made by any time of the parties hereto (whether prior to expiration of to, on or after the Closing Date) shall in any way limit the representations and warrantieswarranties of the parties. On the Closing Date, any Indemnitee delivers all representations and warranties contained in this Agreement and made by the Company and the Selling Shareholders shall expire as to the Company and thereafter will be deemed to have been made exclusively by the Selling Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any . The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period provided herein.

Survival of Representations, Etc. (a) All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by such party hereunder. The representations and warranties made by of Meta4 and the Company Shareholders contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein, may be asserted at any time before the date which shall be) two years after the Closing Date; provided, however, (a) Meta4's and the -------- ------- Shareholders' representations and warranties in this Agreement, Section 3.23 (Taxes) shall survive the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Closing until the expiration of all relevant statutes of limitation (including any extensions thereof) and (b) the Shareholders' representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate3.3 (Shareholders' Ownership of Stock) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day Date in perpetuity. No investigation made by any of the Escrow Period; providedparties hereto (whether prior to, however, that (ion or after the Closing Date) shall in any way limit the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of parties. On the Closing Date all representations and warranties, any Indemnitee delivers warranties contained in this Agreement and made by Meta4 and the Shareholders shall expire as to Meta4 and thereafter will be deemed to have been made exclusively by the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any . The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period provided herein.

Survival of Representations, Etc. (a) All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made by hereunder, may be asserted at any time before the Company date which shall be) the eighteen month anniversary of the Closing Date; provided, however, (a) Mega Art's and the Principal Stockholder's representations and warranties in this AgreementSection 3.10 (Environmental Matters), Section 3.23 (Taxes) and Section 3.32 (Ownership of Mega Art Stock; Title) and the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the Minority Stockholders' representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate3A.3 (Ownership of Mega Art Stock; Title) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on until the final day third anniversary of the Escrow Period; providedClosing Date. No investigation made by any of the parties hereto (whether prior to, however, that (ion or after the Closing Date) shall in any way limit the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration parties unless such party has actual knowledge of the misrepresentation. On the Closing Date all representations and warranties, any Indemnitee delivers warranties contained in this Agreement and made by Mega Art and the Stockholders shall expire as to Mega Art and thereafter will be deemed to have been made exclusively by the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any Principal Stockholder. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period provided herein.

Survival of Representations, Etc. (a) The All representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 of VGI and the representations set forth in the Company Compliance Certificate) Stockholders shall survive the Closing and shall expire at 11:59 p.m. Pacific Time terminate on the final day of Option Termination unless the Escrow PeriodPut Right is exercised; provided, provided however, that (i) if Corvas terminates the representations Option for any reason and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of the representations and warranties, or concurrent with such termination any Corvas Indemnitee (acting in good faith) delivers to the Company ShareholdersStockholders' Representative agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Stockholders (and setting forth in reasonable detail the basis for such Corvas Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 8.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period Option Termination until such time as such claim is fully and finally resolved. All of If the covenants, agreements and obligations of the parties contained in this AgreementPut Right is exercised, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All only representations and warranties made by Parent the exercising Stockholders shall be set forth in the Stockholders' Put Closing Certificate and Merger Sub shall terminate survive the Put Closing and shall expire at on the end first anniversary of the Escrow Periodexercise of the Put Right; provided, and however, that if, at any Liability time prior to the expiration of Parent any representations or Merger Sub with respect warranties, any Corvas Indemnitee (acting in good faith) delivers to such the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Stockholders (and setting forth in reasonable detail the basis for such Corvas Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall thereupon ceasesurvive the first anniversary of the Closing until such time as such claim is fully and finally resolved, provided that the Corvas Indemnitee pursues such resolution in good faith and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000due diligence.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in of each party to this Agreement, other than the Company Disclosure Schedule or any other documentSpecified Representations, certificate, schedule or instrument delivered or executed in connection herewith the Tax Representations and Benefits Representations (including the such representations and warranties set forth in Section 2 collectively, the “Excluded Representations”), and the right to make claims for indemnification pursuant to Section 9.3(a)(x) and Section 9.4(a)(iv) (to the extent that such claims for indemnification pursuant to Section 9.3(a)(x) or Section 9.4(a)(iv) relate to inaccuracies or breaches of any representations set forth and warranties other than the Excluded Representations) shall, in each such case, survive the Closing and then terminate and expire twelve (12) months following the Closing. The Excluded Representations, as well as the covenants of each party to this Agreement and the right to make claims for indemnification pursuant to Sections 9.3(a)(iv) through 9.3(a)(x) and Sections 9.4(a)(iii) through 9.4(a)(iv) (except with respect to the claims for indemnification pursuant to Section 9.3(a)(x) and Section 9.4(a)(iv) identified in the Company Compliance Certificateprior sentence as expiring on the twelve (12) month anniversary of the Closing), shall survive the Closing and shall then terminate and expire at 11:59 p.m. Pacific Time upon the Special Expiration Date. Notwithstanding the foregoing two sentences, if a Claim Notice (as defined below) with respect to a particular representation, warranty or covenant of any party is given to such party on the final day of the Escrow Period; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time or prior to the applicable expiration date of the representations and warrantiessuch representation, any Indemnitee delivers warranty or covenant, then, notwithstanding anything to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy contrary contained in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under this Section 9.2 based on such alleged inaccuracy or breach9.1(a), then the representation or warranty underlying the claim asserted in such notice Claim Notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All Except with respect to any claim based on fraud, willful misrepresentation or intentional misconduct, no claim for a breach of the covenantsa representation, agreements and obligations of the parties contained in this Agreementwarranty, the Company Disclosure Schedule covenant or indemnification may be made or brought by any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until hereto after the expiration of the relevant applicable survival period, as identified in the first two sentences of this Section 9.1(a). It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 9.1 is shorter than the statute of limitations. All representations and warranties made limitations that would otherwise have been applicable to such item, then, by Parent and Merger Sub shall terminate and expire at contract, the end applicable statute of the Escrow Period, and any Liability of Parent or Merger Sub limitations with respect to such representations item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 9.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect that they intend for the time periods to such representations and warranties shall not exceed $3,775,000be enforced as agreed by the parties.

Survival of Representations, Etc. (a) All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby, shall be deemed to be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made by hereunder, may be asserted at any time before the Company date which shall be) the first anniversary of the Closing Date; provided, however, (a) the Seller's representations and warranties in this Agreement, Section 3.2 shall survive the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Closing until the expiration of all relevant statutes of limitation (including any extensions thereof) and (b) the Seller's representations and warranties set forth in Section 2 Sections 3.4, 3.15 (insofar as it relates to ownership or title to the Acquired Proprietary Rights) and the representations set forth in the Company Compliance Certificate) 3.22 shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day Date in perpetuity. No investigation made by any of the Escrow Period; providedparties hereto (whether prior to, however, that (ion or after the Closing Date) shall in any way limit the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of the representations and warranties, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any parties. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period provided herein.

Survival of Representations, Etc. (a) The All of the representations and warranties made by the Company each party in this Agreement, the Company Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedule or any other documentSchedules, certificate, schedule document or instrument list delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) by any such party pursuant hereto shall survive the Closing for a period of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall expire at 11:59 p.m. Pacific Time on be) twenty-four (24) months following the final day of the Escrow Perioddate hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 2.3, 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 2.14, Section 2.15 and Section 2.16 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the relevant applicable statute of limitations and (iiwith extensions) ifwith respect to the matters addressed in such Section (or, at any time prior in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to expiration of rely upon the representations and warrantieswarranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties made by provided herein shall not affect the Company rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) applicable representations and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice warranties shall survive the end of the Escrow Period until with respect to such time as such claim is fully and finally resolvedclaim). All of the The covenants, agreements and obligations of the parties contained in under this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance the Closing in accordance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000their respective terms.

Survival of Representations, Etc. (a) The representations representations, warranties, covenants and warranties made by obligations of the Company in this Agreement, and the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Key Stockholders (including the representations and warranties set forth in Section Sections 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing 3 and shall expire at 11:59 p.m. Pacific Time on the final day of the Escrow Period; provided, however, that (i) the representations and warranties set forth in the certificates referred to in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 7) shall survive until the expiration Closing. Except as provided in Section 10.1(b) with respect to “Willful Breaches,” all covenants and obligations of the relevant statute Company set forth in Sections 5 and 6, and all representations and warranties of limitations the Company set forth in Section 2 and (ii) in the certificate referred to in Section 7.9(i), other than the Specified Representations that are not Specified §2.9 Representations, shall expire on the Designated Date; provided, however, that if, at any time on or prior to expiration of the representations and warrantiesDesignated Date, any Indemnitee (acting in good faith) delivers to the Company Shareholders' Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 10.7(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy representations, warranties, covenants or breach may exist) obligations and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice Notice of Indemnification Claim shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Each Specified Representation that is not a Specified §2.9 Representation shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute last to expire of limitationsthe applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such Specified Representation. Each representation, warranty, covenant or obligation of the Key Stockholders set forth in Section 3, 5.3(b), 5.5. 6.2 or 6.3 shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such representation, warranty, covenant or obligation. All representations representations, warranties and warranties made by pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire at the end as of the Escrow PeriodEffective Time, and any Liability liability of Parent or Merger Sub with respect to such representations representations, warranties, covenants and warranties obligations shall thereupon cease; provided, however, that the representation and any Liability warranty of Parent or Merger Sub contained in Section 4.5 shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to the matters addressed by such representations representation and warranties shall not exceed $3,775,000warranty.

Survival of Representations, Etc. (a) All statements contained in this Agreement, any schedule or in any certificate delivered by or on behalf of the parties pursuant to this Agreement shall be deemed to be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made by hereunder, may be asserted at any time before the Company in this Agreementdate which shall be) the second anniversary of the Closing Date; provided, however, (a) Xxxxxx'x and the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the Stockholders' representations and warranties set forth in (i) Section 2 and the representations set forth in the Company Compliance Certificate3.10 (Environmental Matters) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on Date until the final day third anniversary of the Escrow Period; provided, however, that Closing Date and (iii) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 3.23 (Tax Matters) shall survive the Closing until the expiration of the relevant statute of limitations limitation and (iib) ifthe Stockholders' representations and warranties set forth in Section 3A.3 (Ownership of Xxxxxx Stock; Title) shall survive the Closing Date until the third anniversary of the Closing Date. No investigation made by any of the parties hereto (whether prior to, at on or after the Closing Date) shall in any time prior to expiration of way limit the representations and warranties, any Indemnitee delivers warranties of the parties. On the Closing Date all representations and warranties contained in this Agreement and made by Xxxxxx and the Stockholders shall expire as to Xxxxxx and thereafter will be deemed to have been made exclusively by the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any Stockholders. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period provided herein.

Survival of Representations, Etc. (a) The representations All of the representations, warranties, covenants and warranties made by the Company indemnities set forth in this Agreement, the Company Disclosure Schedule Agreement or in any other document, certificate, schedule document or other instrument delivered or executed in connection herewith with this Agreement or contemplated by this Agreement shall survive the Closing indefinitely, except that (including i) other than those expressly given longer survival periods in this Section 9.1, the representations and warranties of Seller and Buyer set forth in this Agreement shall survive until the one-year anniversary of the Closing Date, (ii) the representations and warranties of Seller set forth in Section 2 and the representations set forth in the Company Compliance Certificate3.18 (Taxes) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on only until the final day expiration of the Escrow Periodapplicable statute of limitations for assessments plus thirty (30) days, giving effect to any waiver, mitigation or extension of such period, (iii) the representations and warranties of Seller set forth in Section 3.2 (Capitalization of the Company) shall survive indefinitely, (iv) the covenants of the parties to be performed prior to the Closing shall survive until the one-year anniversary of the Closing, (v) the covenants of the parties to be performed following the Closing for a period of time expressly set forth therein shall survive the Closing only until the expiration of such period plus thirty (30) days, (vi) the representations and warranties of Seller set forth in Section 3.15 (Environmental) shall survive the Closing only until the three-year anniversary of the Closing, (vii) the indemnity set forth in each of Sections 9.2(a)(iv)-(ix) shall survive the Closing only until the expiration of the applicable statute of limitations, giving effect to any waiver, mitigation or extension of such period and the indemnity set forth in Section 9.2(a)(x) shall survive until the one-year anniversary of the Closing. The expiration of any representation, warranty, covenant or indemnity as provided in this Section 9.1 shall preclude any indemnity with respect thereof under this Article IX from and after the time such representation, warranty, covenant or indemnity shall have expired; provided, however, that the expiration of any representation, warranty, covenant or indemnity shall not affect (iA) the representations and warranties set forth rights of any party in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until respect of any such indemnity claim therefor as to which valid notice thereof has been given under this Article IX prior to the expiration of the relevant statute applicable survival period provided in this Section 9.1; or (B) the rights of limitations and (iisuch party to indemnity with respect to such Claim under any other provision of Section 9.2(a) ifor Section 9.3, at as the case may be. The election by any time prior party to expiration consummate the transactions contemplated by this Agreement, notwithstanding such party's actual knowledge of the representations and warranties, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying or the claim asserted in such notice shall survive the end failure of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties other party to perform any covenant contained in this Agreement, the Company Disclosure Schedule or shall not constitute a waiver by such party of any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration claim for indemnification arising out of the relevant statute breach of limitations. All representations and warranties made such representation or warranty or failure to perform such covenant unless, in the case of any breach or failure by Parent and Merger Sub shall Seller, such breach or failure entitled Buyer to terminate and expire at the end of the Escrow Periodthis Agreement pursuant to Section 8.1(a)(iii)(B), and any Liability of Parent or Merger Sub with respect but Buyer elected not to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000do so.

Survival of Representations, Etc. (a) The covenants, representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) contained herein shall survive the Closing Date (unless the party for whose benefit any such representation or warranty was made had Knowledge of the inaccuracy of such representation or the breach of such warranty on the Closing Date, whether in the case of Purchaser, as a result of the exercise of Purchaser's rights under Section 6.3 or otherwise) until, and shall expire claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at 11:59 any time before, 5:00 p.m. Pacific Eastern Standard Time on the final day first anniversary of the Escrow Period; Closing Date, at which time, such covenants, agreements, representations and warranties shall expire and terminate, provided, however, that (i) the representations and warranties of Seller respecting Taxes set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 4.18 shall survive until the expiration of Closing for the relevant applicable statute of limitations and limitations; (ii) if, at any time prior to expiration of the representations and warrantieswarranties of Seller respecting environmental matters set forth in Section 4.21 shall survive the Closing until 5:00 p.m. Eastern Standard Time on the fifth anniversary of the Closing Date, any Indemnitee delivers at which time such representations and warranties shall expire and terminate; (iii) the representations and warranties of Seller to the Company Shareholders' Representative a written notice alleging extent they apply solely to title to the existence Mass-Market Assets set forth in Sections 4.6, 4.19, 4.20 and 4.22, and the obligation of an inaccuracy in or a breach Seller to indemnify Purchaser for any loss arising out of any Retained Liabilities pursuant to Section 11.2(a)(i), shall survive the Closing without limitation as to time; (iv) the obligation of Purchaser to indemnify Seller for any loss arising out of the Mass-Market Liabilities pursuant to Section 11.2(a)(ii), shall survive the Closing without limitation as to time and (v) the covenants and agreements of Seller or Purchaser under this Agreement to be performed after Closing Date shall survive the Closing, to the extent specifically provided herein (the "SURVIVAL PERIOD"). The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute applicable survival period provided herein, nor shall it affect the rights of limitations. All representations and warranties a party in respect of any claim made by Parent and Merger Sub shall terminate and expire such party at the end any time hereafter in respect of the Escrow Period, and any Liability of Parent Mass-Market Liabilities or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000Retained Liabilities.

Survival of Representations, Etc. (a) The covenants, representations -------------------------------- and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) contained herein shall survive the Closing Date until, and shall expire claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at 11:59 any time before, 5:00 p.m. Pacific Time on the final day first anniversary of the Escrow Period; Closing Date, at which time, such covenants, agreements, representations and warranties shall expire and terminate, provided, however, that (i) the representations and warranties of AMD respecting Taxes set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of the representations and warranties, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice 3.13 shall survive the end of Closing for the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant applicable statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire , at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to which time such representations and warranties shall thereupon ceaseexpire and terminate; (ii) the obligation of AMD to indemnify LLC for any loss arising out of any Retained Liabilities pursuant to Section 10.2(a)(i), shall survive the Closing without limitation as to time; (iii) the obligation of LLC to indemnify AMD for any loss arising out of the Assumed Liabilities or for the ownership and operation of the Business or the Company from and after the Closing, in each case pursuant to Section 10.2(a)(ii), shall survive the Closing without limitation as to time; (iv) the obligation of AMD to indemnify LLC for any Liability loss arising out of Parent Intellectual Property Liabilities pursuant to Section 10.2(a)(i)(C) shall survive the Closing without limitation as to time; and (v) the covenants and agreements of AMD or Merger Sub with respect LLC under this Agreement to such representations be performed after Closing Date shall survive the Closing, to the extent specifically provided herein (as applicable, the "Survival Period"). The termination of the --------------- representations, warranties, covenants and warranties agreements provided herein shall not exceed $3,775,000affect the rights of a party in respect of any claim made by such party in a writing received by the other party prior to the expiration of the Survival Period, nor shall it affect the rights of a party in respect of any claim made by such party at any time hereafter in respect of any Assumed Liabilities or Retained Liabilities. Notwithstanding anything to the contrary in this Agreement, indemnification for breaches of representations, warranties, covenants and agreements related to Taxes shall be covered exclusively by Article IX of this Agreement.

Survival of Representations, Etc. (a) All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be 62 deemed to be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at any time before) the earlier of (i) the date which shall be the first anniversary of the Effective Time and (ii) the date which is fifteen days after the date of the audit report of Parent's independent public accountants with respect to Parent's audited financial statements for the year ending December 31, 2000 (the "Survival Period"). No investigation made by any of the parties hereto (whether prior to, on or after the Closing Date) shall in any way limit the representations and warranties of the parties. On the Closing Date all representations and warranties contained in this Agreement and made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day of the Escrow Period; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of the representations and warranties, any Indemnitee delivers as to the Company Shareholders' Representative a written notice alleging and thereafter will be deemed to have been made exclusively by the existence of an inaccuracy in or a breach of any Stockholders. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period provided herein.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 are deemed to be made on the date of this Agreement and at the representations set forth in the Company Compliance Certificate) Closing, and shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day 18-month anniversary of the Escrow PeriodClosing Date (the “Termination Date”); provided, however, that (i) notwithstanding the foregoing, the representations and warranties set forth contained in Section 2.3Sections 2.1(a) (Due Organization), Section 2.142.1(e) (Investments), Section 2.15 2.3 (Capitalization), 2.14 (Tax Matters), 2.20 (Authority; Binding Nature of Agreement) and Section 2.16 2.22 (Brokers) (collectively, the “Company Special Representations”) shall survive until the Closing and the Termination Date and shall expire on the sixtieth (60th) day following the expiration of the relevant applicable statute of limitations and (iigiving effect to any extensions or tolling thereof required by a Governmental Body) for the claim or matter upon which the indemnification claim is based (which shall be the statute of limitations applicable to a third party claim, in the event of a third party claim); provided, further, that if, at any time prior to expiration of the representations and warrantiesTermination Date, any Parent Indemnitee delivers to the Company Shareholders' Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee's ’s belief that such an inaccuracy or breach may existexists) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period Termination Date until such time as such claim is fully and finally resolvedresolved pursuant to this Section 9. All None of the covenants, covenants or other agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing the Closing Date other than those which by their terms contemplate performance after the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow PeriodClosing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. For purposes of this Section 9, clauses containing “material,” “material respects,” or “Material Adverse Effect” (“Materiality Qualifiers”) in any Liability representation, warranty or covenant shall not be taken into account in determining the amount of Parent or Merger Sub any Damages with respect to such representations breach, default or failure to be true and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000correct.

Survival of Representations, Etc. (a) The Subject to Section 9.1(b), the representations and warranties made by the Company and the Designated Stockholders in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate2) shall survive the Closing Effective Time and shall expire at 11:59 p.m. Pacific Time on the final day eighteen (18) month anniversary of the Escrow PeriodEffective Time; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration the eighteen (18) anniversary of the representations and warrantiesEffective Time, any Indemnitee (acting in good faith) delivers to the Company ShareholdersStockholders' Representative Agent a written notice alleging the existence of an inaccuracy in or a breach Breach of any of the such representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breachBreach, then the representation or warranty underlying the claim asserted in such notice shall survive the end eighteen (18) month anniversary of the Escrow Period Effective Time until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at on the end eighteen (18) month anniversary of the Escrow PeriodEffective Time, and any Liability liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. Notwithstanding anything to the contrary contained in Section 9.1(a), the limitations set forth in Section 9.1(a) shall not apply in the case of claims based upon intentional misrepresentation or fraud. The representations, warranties and obligations of the Company and the Designated Stockholders, and any Liability of Parent or Merger Sub with respect to such representations the rights and warranties remedies that may be exercised by the Indemnitees, shall not exceed $3,775,000be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, except to the extent such specific disclosure occurs in the Disclosure Schedule. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Designated Stockholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by of Seller contained in Sections 4.1, 4.16 and 4.19 (in each case, as updated pursuant to Section 6.6 and as in effect on the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance CertificateClosing Date) shall survive the Closing Date and shall expire at 11:59 p.m. Pacific Time on terminate only when the final day applicable statutes of limitations with respect to the Escrow Period; provided, however, that (i) the liabilities in question expire. The representations and warranties of Seller set forth in Section 2.3, 4.17 (as updated pursuant to Section 2.14, Section 2.15 6.6 and Section 2.16 as in effect on the Closing Date) shall survive until the expiration of Closing Date and shall terminate three (3) years after the relevant statute of limitations and (ii) if, at any time prior to expiration of the representations and warranties, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the Closing Date. All other representations and warranties made by of Seller and Buyer contained herein (in each case, as updated pursuant to Section 6.6 and as in effect on the Company Closing Date) shall survive the Closing Date and shall terminate eighteen (18) months after the Closing Date. The representations and setting forth warranties of Del Monte Foods contained herein shall terminate on the Closing Date. Upon the termination of a representation or warranty in reasonable detail accordance with the basis foregoing, such representation or warranty shall have no further force or effect for such Indemnitee's belief that such an any purpose under this Agreement, including Section 10.2 hereof, provided that, any representation or warranty in respect of which indemnity may be sought under Section 10.2, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 10.1 if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may exist) and asserting a claim for recovery under Section 9.2 based on be sought prior to such alleged time. The election by any party to consummate the transactions contemplated by this Agreement, notwithstanding such party's actual knowledge of the inaccuracy or breach, then the of any representation or warranty underlying the contained herein, shall constitute a waiver by such party of any claim asserted in such notice shall survive the end for indemnification arising out of the Escrow Period until breach of such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule representation or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000warranty.

Survival of Representations, Etc. (a) All statements contained in -------------------------------- the Disclosure Schedule, the Xxxx of Sale, the Assignment and Assumption Agreement and any certificate or instrument of conveyance required to be delivered by or on behalf of the parties pursuant to this Agreement and relied upon by Sellers' counsel in rendering its opinion required to be delivered pursuant to Section 8.6 hereof shall be deemed to be representations and warranties by the parties hereunder. The representations and warranties of Sellers, Seiden, the Xxxxx Entities and Buyer contained herein shall survive the Closing Date, without regard to any investigation made by any of the Company in this Agreementparties hereto, the Company Disclosure Schedule for a period of eighteen (18) months, but shall thereafter be of no further force or any other documenteffect; provided, certificatehowever, schedule or instrument delivered or executed in connection herewith that: (including a) the representations and warranties set -------- ------- forth in Section 2 and the representations set forth in the Company Compliance Certificate) 4.6 hereof shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day Date for a period of the Escrow Periodfour months; provided, however, that (ib) the representations and warranties set forth in Section 2.3Sections 4.5(a), Section 2.144.9, Section 2.15 4.10, 4.16, 4.17, 4.19, 4.20, 4.21, 4.24 and Section 2.16 4.26 hereof shall survive the Closing Date until the expiration of the relevant statute applicable statutes of limitations (and any extensions thereof), and (iic) if, at any time prior to expiration of the representations and warranties, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (contained in Sections 4.1, 4.2 and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice 4.3 hereof shall survive the end Closing Date and continue in full force and effect forever. The termination or expiration of the Escrow Period until any representations or warranties or indemnification obligations under this Article 11 shall not affect any written claims made in good faith by any Indemnified Person hereunder prior to such time as such claim is fully and finally resolvedexpiration or termination. All of the covenants, covenants and agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement shall survive (i) until fully performed the Closing Date. Each party will have liability to the other arising out of a breach of a representation or fulfilled, unless non-compliance with such covenants, agreements or obligations warranty for which indemnification is waived in writing by provided hereunder only if the party claiming that such breach of representation or parties entitled warranty occurred delivers to the other party written notice and an explanation of the facts and circumstances giving rise to the claim of breach of representation or warranty as and to the extent then known to such performance party, including the Section hereof involved and the basis for such claimed breach of representation or (ii) if not fully performed or fulfilledwarranty, until within the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period set forth herein.

Survival of Representations, Etc. (a) The Subject to Sections 4.1(b) and 4.1(c), the representations and warranties of the Principal Shareholders, Parent and Acquisition Sub and the covenants and obligations of the Shareholders, Parent and Acquisition Sub shall survive (without limitation): (1) the consummation of the transactions referred to in Section 1; (2) any sale or other disposition of any or all of the shares of Company Capital Stock; and (3) any merger, combination, recapitalization or similar transaction effected by or otherwise involving Parent, Acquisition Sub or any of the Companies. (b) Subject to Section 4.1(c) and the provisions of the Bank Guarantee, the representations and warranties made by the Company Principal Shareholders, Parent and Acquisition Sub in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement (including the representations and warranties set forth in Section 2 2), the Exhibits hereto and the representations set forth in the Company Compliance Certificate) Disclosure Schedule shall survive the Closing and shall expire at 11:59 p.m. Pacific Effective Time on and, with the final day exception of the Escrow Period; provided, however, that (i) the representations and warranties set forth in the Exhibits hereto, shall expire on the second anniversary of the Effective Time. (c) Subject to the provisions of the Bank Guarantee and Section 2.35.2, Section 2.14, Section 2.15 the representations and warranties made by the Principal Shareholders (1) in Section 2.16 shall survive until the expiration Effective Time for a period of 20 years and (2) in Section 2.21 shall survive the Effective Time for the applicable statute of limitations. The Principal Shareholders shall have the right to retain, at their sole expense, an environmental auditing firm to conduct an environmental audit of the relevant statute of limitations and (ii) ifCompany's real property, at any time prior which audit must be initiated upon reasonable notice to expiration Parent, may not unreasonably interfere with the normal business operations of the representations Company and warranties, any Indemnitee delivers to must be completed within six months after the Company Effective Time. The Shareholders' Representative Agent shall maintain a written notice alleging copy of the existence of an inaccuracy in or a breach of any report from such environmental audit during the survival period of the representations and warranties made by the Company Principal Shareholders in Section 2.16. The representations and warranties in Sections 2.3(a), (d) and setting (e) shall survive indefinitely. (d) For purposes of this Agreement, each statement or other item of information set forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) Disclosure Schedule and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then any representation and warranty made by the representation or warranty underlying the claim asserted Shareholders in such notice shall survive the end any of the Escrow Period until such time as such claim is fully Exhibits hereto shall be deemed to be a representation and finally resolvedwarranty made by the Principal Shareholders in this Agreement. All (e) For purposes of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed term "survive" in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made means that claims to which the Indemnitees are entitled under this Agreement shall not be barred by Parent and Merger Sub shall terminate and expire at the end statute of the Escrow Period, and any Liability of Parent or Merger Sub with respect to limitations ("Verjaehren") before that date on which such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000.expire. 4.2

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this AgreementAgreement and in each of the other agreements, the Company Disclosure Schedule certificates and instruments delivered to Parent pursuant to or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including with the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) transactions contemplated by this Agreement shall survive the Closing and shall expire at 11:59 p.m. Pacific Time expire, together with the Parent Indemnitees’ right to seek indemnification for breaches therefor pursuant to this Article X, on the final day of date which is eighteen (18) months following the Escrow Period; providedClosing Date, however, except that (i) the representations and warranties set forth contained in Sections 3.14, 3.15 and 3.17, and the closing certificate delivered pursuant to Section 2.36.1 of this Agreement (insofar as the closing certificate relates to such representations and warranties), Section 2.14, Section 2.15 and Section 2.16 shall survive not expire until the expiration of sixty (60) days after the relevant statute of limitations expires and (ii) the representations and warranties made by the Company in Sections 3.1, 3.2, 3.3, 3.4, and 3.5, and the closing certificate delivered pursuant to Section 6.1 of this Agreement (insofar as the closing certificate relates to such representations and warranties), shall survive the Closing in perpetuity (the applicable date of such expiration being the “Stockholder Expiration Date”); provided, however, that if, at any time prior to expiration of the representations and warrantiesStockholder Expiration Date, any Parent Indemnitee delivers to the Company Shareholders' Representative Stockholders’ Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period applicable Stockholder Expiration Date until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All The representations and warranties made by the Guarantor and Parent shall survive the Closing and shall expire, together with the Stockholder Indemnitees’ right to seek indemnification for breaches therefor pursuant to this Article X, on the date which is eighteen (18) months following the Closing Date (the “Parent Expiration Date”), except that the representations and warranties made by the Guarantor, Parent and Merger Sub in Sections 4.1 and 4.2, and the closing certificate delivered pursuant to Section 7.1 of this Agreement (insofar as the closing certificate relates to such representations and warranties), shall terminate and expire survive the Closing in perpetuity; provided, however, that if, at any time prior to the end Parent Expiration Date, any Stockholder Indemnitee delivers to Parent a written notice alleging the existence of any inaccuracy in or breach of any of the Escrow Periodrepresentations and warranties made by the Guarantor, and any Liability of Parent or Merger Sub with respect to and asserting a claim for recovery under Section 10.3 based on such representations alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable Parent Expiration Date until such time as such claim is fully and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000finally resolved.

Survival of Representations, Etc. (a) All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing Date (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made by hereunder, may be asserted at any time before the Company in date which shall be) until the first anniversary of the execution of this Agreement; PROVIDED, HOWEVER, (a) the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed Company's and the Stockholders' representations and warranties in connection herewith Section 3.23 (Taxes) shall survive the Closing until the later to occur of (i) the fifth anniversary of the execution of this Agreement and (ii) expiration of all relevant statutes of limitation (including any extensions thereof) and (b) the Stockholders' representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance CertificateArticle 3A (Stockholders' Ownership of Stock) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day Date in perpetuity. No investigation made by any of the Escrow Period; providedparties hereto (whether prior to, however, that (ion or after the Closing Date) shall in any way limit the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of parties. On the Closing Date all representations and warranties, any Indemnitee delivers warranties contained in this Agreement and made by the Company and the Stockholders shall expire as to the Company Shareholders' Representative a written notice alleging and thereafter will be deemed to have been made exclusively by the existence of an inaccuracy in or a breach of any Stockholders. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000applicable survival period provided herein.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith and ECI (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Closing Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day 18-month anniversary of the Escrow Closing Date (such period, the "Survival Period"); provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration the termination of the representations and warrantiesSurvival Period, any Indemnitee (acting in good faith) delivers to the Company Shareholders' Representative ECI a written notice (a "Claim Notice") alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company and ECI (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice as aforesaid shall survive the end termination of the Escrow Survival Period until such time as such claim is fully and finally resolved. All of the covenants, agreements ; and obligations of the parties contained provided further that ECI's obligation to indemnify Alvarion in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive full (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by for any tax liabilities relating to the party or parties entitled period prior to such performance or the Closing Date; (ii) if not fully performed or fulfilled, until the expiration for breach of the relevant statute ECI's covenant in Section 5.7(d); (iii) for any loss sustained by Alvarion as a result of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub claim with respect to such representations and warranties shall thereupon ceasethe GVT Agreements relating to the period prior to Alvarion's assumption of the GVT Agreements as set forth in 5.7(e); (iv) for the non payment of any of the Company's Accounts Receivable from, and balance with, GVT, which are presented on the Company's financial statements for the date of the Closing as set forth in 5.7(e), (v) for any Liability claim or Damage related to any of Parent the Retained Liabilities set forth in Section 1.4 hereof; and (vi) for any claim that may be made by Lucent that the Purchased Assets infringe the following patents (a) US 4,677,423, and (b) US 4,551,581 and any corresponding patent thereof, including any divisional, continuation, re-examined and re-issued patents thereof, shall survive the termination of the Survival Period and shall remain in perpetuity; provided, however, that Alvarion delivers a written notice alleging the existence of an inaccuracy or Merger Sub with respect breach (and setting forth in reasonable detail the basis for Alvarion's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, within 30 days after becoming aware of such inaccuracy or breach; and provided further, however, that nothing herein shall derogate from application of the Israeli Statute of Limitations to the obligations of Alvarion or to any claims arising from such representations and warranties shall not exceed $3,775,000inaccuracy or breach.

Survival of Representations, Etc. (a) The Subject to Section 9.1(c), the representations and warranties made by the Company and the Selling Holders in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Agreement (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Closing Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on all claims for indemnification in [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the final day Securities and Exchange Commission pursuant to Rule 24b-2 of the Escrow PeriodSecurities Exchange Act of 1934, as amended. connection therewith shall be asserted not later than, [****] following the Closing Date; provided, however, that (i) each of the representations and warranties set forth contained in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 [****] shall survive until the expiration of the relevant statute of limitations Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, [****], (ii) if, at any time prior to expiration each of the representations and warrantieswarranties contained in [****], any Indemnitee delivers shall survive the Closing without limitation as to time, and the Company Shareholders' Representative period during which a written notice alleging the existence of an inaccuracy claim for indemnification may be asserted in or a breach of any connection therewith shall continue indefinitely, (iii) each of the representations and warranties contained in [****] shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than the later of [****], and (iv) each of the representations and warranties contained in [****] shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, the date the last Contingent Payment is made. The representations and warranties made by the Company (Purchaser in this Agreement shall survive the Closing until, and setting forth all claims in reasonable detail connection therewith shall be asserted not later than, [****] following the basis Closing Date. The covenants and agreements of the parties hereunder to be performed at or prior to the Closing shall survive the Closing until, and all claims for such Indemnitee's belief that such an inaccuracy or breach may exist) indemnification in connection therewith shall be asserted not later than [****] following the Closing Date. The covenants and asserting agreements of the parties hereunder to be performed following the Closing shall survive until, and all claims for indemnification in connection therewith shall be asserted not later than [****]. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for recovery under Section 9.2 based on indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder (a “Claim Notice”) and such alleged inaccuracy claim shall not have been finally resolved or breachdisposed of at such date, then the representation or warranty underlying the such claim asserted in such notice shall continue to survive the end of the Escrow Period and shall remain a basis for indemnity hereunder until such time as such claim is fully and finally resolved. All resolved or disposed of in accordance with the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000terms hereof.

Survival of Representations, Etc. (a) The Except with respect to the representations and warranties made by the Company parties hereto: (i) in this AgreementSections 2.3, 2.20, 2.21 and 3.2, which shall survive indefinitely, and (ii) in Section 2.14, which shall survive until one year after any applicable statute of limitations pertaining to any federal, state, local or foreign Tax (the Company Disclosure Schedule or any other document"Tax Termination Date"), certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and made by the representations set forth in the Company Compliance Certificate) parties hereto shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on remain in full force and effect and shall survive for a period of one year after the final day of date hereof (the Escrow Period; "Termination Date"), provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration (x) the Tax Termination Date, with respect to a notice in respect of Section 2.14, or (y) the Termination Date, with respect to a notice in respect of all other representations and warrantieswarranties made herein other than as provided in (i) above, which may be delivered at any time, any Chordiant Indemnitee or Seller Indemnitee, acting in good faith, delivers to the Company Shareholders' Representative indemnifying party hereunder a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of Termination Date or the Escrow Period Tax Termination Date, as appropriate, until such time as such claim is fully and finally resolved. All For purposes of the covenants, agreements and obligations of the parties contained in this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Sellers and the Company. Indemnification by the Sellers. The Sellers, severally and not jointly, shall hold harmless and indemnify each of the Chordiant Indemnitees from and against, and shall compensate and reimburse each of the Chordiant Indemnitees for, any Damages which are suffered or incurred by any other documentof the Chordiant Indemnitees or to which any of the Chordiant Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, certificate, schedule or instrument delivered or executed in connection herewith shall survive are connected with: (i) until fully performed any inaccuracy in or fulfilled, unless non-compliance with such covenants, agreements breach of any representation or obligations is waived warranty set forth in writing Section 2 (as modified by the party Disclosure Schedule) or parties entitled to such performance or elsewhere herein; (ii) if not fully performed any breach of any covenant or fulfilled, until the expiration obligation of any of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at Sellers or the end Company; (iii) any fact, matter or circumstance set forth on Part 2.3(a) of the Escrow PeriodDisclosure Schedule, or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clauses "(i)," "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4). The Sellers acknowledge and agree that, if the Company suffers, incurs or otherwise becomes subject to any Liability Damages as a result of Parent or Merger Sub in connection with respect any inaccuracy in or breach of any representation, warranty, covenant or obligation, then Chordiant shall also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Damages as a result of and in connection with such representations and warranties shall thereupon cease, and any Liability of Parent inaccuracy or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000breach.

Survival of Representations, Etc. (a) The representations representations, warranties, covenants and warranties made by obligations of the Company in this Agreement, and the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Key Stockholders (including the representations and warranties set forth in Section Sections 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing 3 and shall expire at 11:59 p.m. Pacific Time on the final day of the Escrow Period; provided, however, that (i) the representations and warranties set forth in the certificates referred to in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 7) shall survive until the expiration Closing. Except as provided in Section 10.1(b) with respect to “Willful Breaches,” all covenants and obligations of the relevant statute Company set forth in Sections 5 and 6, and all representations and warranties of limitations the Company set forth in Section 2 and (ii) in the certificate referred to in Section 7.9(i), other than the Specified Representations, shall expire on the Designated Date; provided, however, that if, at any time on or prior to expiration of the representations and warrantiesDesignated Date, any Indemnitee (acting in good faith) delivers to the Company Shareholders' Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 10.7(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy representations, warranties, covenants or breach may exist) obligations and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice Notice of Indemnification Claim shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith Each Specified Representation shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute last to expire of limitationsthe applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such Specified Representation. Each representation, warranty, covenant or obligation of the Key Stockholders set forth in Section 3, 5.3(b), 5.5. 6.2 or 6.3 shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such representation, warranty, covenant or obligation. All representations representations, warranties and warranties made by pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire at the end as of the Escrow PeriodEffective Time, and any Liability liability of Parent or Merger Sub with respect to such representations representations, warranties, covenants and warranties obligations shall thereupon cease; provided, however, that the representation and any Liability warranty of Parent or Merger Sub contained in Section 4.5 shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to the matters addressed by such representations representation and warranties shall not exceed $3,775,000warranty.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Compliance Closing Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day first anniversary of the Escrow PeriodClosing Date; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration the first anniversary of the representations and warrantiesClosing Date, any Indemnitee (acting in good faith) delivers to the Company ShareholdersStockholders' Representative Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end first anniversary of the Escrow Period Closing until such time as such claim is fully and finally resolved. All Notwithstanding the foregoing, any such notice asserting an inaccuracy in or breach of any representation or warranty concerning matters that are subject to resolution through the covenants, agreements and obligations audit process must be delivered to the Stockholders' Agent prior to the earlier of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilledthe date the audit of Parent for the fiscal year ended December 31, unless non-compliance with such covenants, agreements or obligations 2000 is waived in writing by the party or parties entitled to such performance completed or (ii) if not fully performed or fulfilled, until the expiration first anniversary of the relevant statute of limitationsClosing Date, in which case the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. All The representations and warranties made by Parent and Merger Sub in Sections 4.4 and 4.5 shall survive the Closing and shall expire on the first anniversary of the Closing Date. All other representations and warranties made by Parent and Merger Sub in this Agreement shall terminate and expire at the end as of the Escrow PeriodEffective Time, and any Liability liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease; provided, however, that this provision shall not limit any rights or claims based on fraudulent or intentional misrepresentation. Except for information expressly set forth in an update to the Disclosure Schedule (identified as such), the representations, warranties made by the Company, and any Liability the covenants and obligations of Parent or Merger Sub with respect to such representations each of the Acquired Corporations, and warranties the rights and remedies that may be exercised by the Indemnitees, shall not exceed $3,775,000be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement.

Survival of Representations, Etc. (a) All statements contained in any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement shall be deemed to be representations and warranties by such party hereunder. The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) contained herein shall survive the Closing Date, and shall expire at 11:59 p.m. Pacific Time on claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at, any time before the final day 18 month anniversary of the Escrow PeriodClosing Date for all representations and warranties (the "Claim Expiration Date"); provided, however, that (i) the representations and warranties set forth contained in Section 2.3, Section 2.14, Section 2.15 Sections 3.14 and Section 2.16 3.23 shall survive until the expiration until, and Claims based upon or arising out of the relevant statute of limitations such representations and (iiwarranties, and claims pursuant to Section 10.2(a)(ii) ifhereof, may be asserted at any time prior to expiration to, the fourth anniversary of the Closing Date (the "Tax and Financial Statement Claim Expiration Date"). No investigation made by any of the parties hereto (whether prior to, on or after the Closing Date) shall in any way limit the representations and warranties, any Indemnitee delivers to warranties of the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any parties. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by the Company (and setting forth such party in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing received by the other party or parties entitled prior to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute applicable survival period provided pursuant to a Claim Notice in accordance with the terms of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not exceed $3,775,000this Article 10 herein.