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 certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (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 of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the expiration of the representations and warranties, any Indemnified Party delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties (and setting forth in reasonable detail the basis for such Indemnified Party’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a).

Survival of Representations, Etc. (a) The representations and warranties made by of the Company Acquired Companies and the Seller contained in this Agreement, the Related Agreements, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby herewith (including the representations and warranties set forth in Section Article 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Eastern Time on the final day of the Escrow Period[…***…]; provided, however, that (i) the representations and warranties of the Company Acquired Companies and the Seller set forth in Section 2.5 […***…] (Capitalization) (collectively, the “Company Special Fundamental Representations”) shall survive until 60 days following the two (2)-year anniversary expiration of the Closing Dateapplicable statute of limitations; and (ii) if, at any time prior to the expiration of the representations and warrantiesEscrow Period, any Indemnified Party Purchaser Indemnitee delivers to the Stockholders’ Representative Seller a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and or warranties of the Acquired Companies or the Seller (and setting forth in reasonable detail the basis for such Indemnified PartyPurchaser Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any All of the covenants, agreements and obligations of the parties contained in this Agreement shall survive (A) 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 (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Purchaser shall survive the Company in this Agreement, Closing and shall expire at 11:59 p.m. Eastern Time on the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with final day of the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a)Escrow Period.

Survival of Representations, Etc. (a) The All of the representations and warranties made by the Company any party in this AgreementAgreement or in any attachment, Exhibit, Schedule, the Company Disclosure Schedule Schedules or any other certificate, schedule document or instrument list delivered by any such party pursuant hereto (but excluding any Stockholder Transmittal Letter, Consent Agreement or executed Accredited Investor Certification) shall survive the Closing for a period of twelve months following the Closing Date (except that (a) the representations and warranties set forth in connection with Sections 3.1 (Organization), 3.2(a) — (c) (Subsidiaries), 3.3(a) — (d) and (f) (Capitalization), 3.4 (Authorization), 3.28 (No Brokers), 4.1 (Organization), 4.2 (Authorization) and 4.7 (No Brokers) shall survive the transactions contemplated hereby Closing for a period of three years following the Closing Date, and (including b) the representations and warranties set forth in Section 2 3.22 (Tax Matters) shall survive until 30 days following the expiration of the applicable statute of limitations (including any applicable extensions) with respect to the matters addressed in such sections (such representations and the representations warranties set forth in clauses (a) and (b), collectively, the Company Compliance Certificate) shall survive “Fundamental Representations”)). Claims based upon or arising out of any such representations and warranties may be asserted at any time before the Closing and shall expire at 11:59 p.m. Pacific Time on the final day expiration date of the Escrow Period; provided, however, that (i) applicable representations and warranties. The Company Equityholders shall be entitled to rely upon the representations and warranties of Parent and Merger Sub set forth in this Agreement. Parent and Merger Sub shall be entitled to rely upon the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary this Agreement. The expiration of the Closing Date; representations and (ii) if, at warranties provided herein shall not affect the rights of an indemnified party in respect of any time Claim made by such indemnified party that is submitted prior to the expiration of the representations applicable survival period provided herein. All of the covenants, agreements and warranties, any Indemnified Party delivers obligations of the parties under this Agreement to be performed after the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties (and setting forth in reasonable detail the basis for such Indemnified Party’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall Closing will survive the end Closing in accordance with their respective terms, subject to any applicable statute of the Escrow Period solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a)limitations.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Shareholders 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 certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) by this Agreement shall survive the Closing and shall expire at 11:59 p.m. Pacific Time expire, together with the Parent Indemnitees' (as defined below) right to seek indemnification for breaches thereto pursuant to this Article X, on the final day second anniversary of the Escrow PeriodClosing Date, except that (i) representations and warranties contained in Section 4.14 (relating to Environmental Matters) shall not expire until the fifth anniversary of the Closing Date, (ii) the representations and warranties contained in Sections 4.12 (relating to Employee Benefit Plans) and 4.11 (relating to Taxes) shall not expire until ninety (90) days after the relevant statute of limitations expires and the representations and warranties contained in 4.1 (relating to Organization and Qualification), 4.2 (relating to Capitalization), 4.4 (relating to Authority; Non-Contravention; Approvals), and 4.17 (relating to Brokers and Finders) shall survive indefinitely (as applicable, the "Shareholder Expiration Date"); provided, however, that (i) the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the expiration of the representations and warrantiesapplicable Shareholder Expiration Date, any Indemnified Party Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Company and any Shareholder (and setting forth in reasonable detail the basis for such Indemnified Party’s Parent Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim applicable Shareholder Expiration Date until such time as such claim is fully and finally resolved. The Company’s disclosure representations and warranties made by Parent and Subsidiary survive the Closing and shall expire, together with the Shareholder Indemnitees' right to seek indemnification for breaches thereto pursuant to this Article X, on the second anniversary of the Closing Date, except that the representations and warranties contained in Section 5.1 (relating to Organization) and 5.2 (relating to Authority) shall survive indefinitely (as applicable, the "Parent Expiration Date"); provided, however, that if, at any time prior to the applicable Parent Expiration Date, any Shareholder Indemnitee (acting in good faith) delivers to Parent a written notice alleging the existence of any inaccuracy in or Merger Sub breach of a breach of, or inaccuracy in, any of the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby Parent and Subsidiary (including the representations and warranties set setting forth in reasonable detail the basis for such Shareholder Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 2 10.4 based on such 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 the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a)finally resolved.

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 with the transactions contemplated hereby herewith (including the representations and warranties set forth in Section Article 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 of the Company set forth in Section 2.5 2.16 (CapitalizationTax Matters), Section 2.17 (Employee and Labor Matters; Benefit Plans) and Section 2.18 (Environmental Matters) (collectively, the “Company Special Representations”) shall survive until for the two (2)-year anniversary of the Closing Dateapplicable statutory limitations period; and (ii) if, at any time prior to the expiration of the representations and warranties, any Indemnified Party Indemnitee delivers to the Stockholders’ Representative Representatives a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnified PartyIndemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim (and, for certainty, such representation or warranty underlying the claim shall not survive for purposes of any other claim arising after the expiry of the Escrow Period relating thereto and, in accordance with the Escrow Agreement, shall not survive for purposes of supporting any claim for any amount in excess of the Contested Amount (as such term is defined in the Escrow Agreement) relating to such claim withheld by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement) until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any All of the representations covenants, agreements and warranties made by obligations of the Company 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 (A) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the transactions contemplated hereby party or parties entitled to such performance; or (including B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties set forth in Section 2 made by Parent and Merger Sub shall terminate and expire upon delivery of all consideration payable hereunder by Parent to the representations set forth in holders of Company securities or the Company Compliance Certificate)Escrow Agent, shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a)as applicable.

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 any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificatecertificates provided pursuant to Sections 7.5(v), 7.5(vi) or 7.5(viii) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day termination of the Escrow Claim Period; provided, however, that (i) the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (iiA) if, at any time prior to the expiration end of the representations and warrantiesEscrow Claim Period, any Indemnified Party Parent Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such 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 Indemnified PartyParent Indemnitee’s belief that such an inaccuracy or breach may existexist and a good faith estimate of its indemnifiable Damages in respect of such claim) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim 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. The Company’s disclosure ; (B) the representations and warranties in Section 3.3 (Capitalization) and Section 3.9 (Intellectual Property) shall survive until the later of the end of the Escrow Claim Period or the final Milestone Merger Consideration Payment Date, if any; and (C) the representations and warranties in Section 3.14 (Tax Matters) shall survive for a period equal to the applicable statute of limitations and any extensions thereof plus thirty (30) days (with the understanding by all the parties hereto that if, at any time prior to the expiration of the representations and warranties in Section 3.14 (Tax Matters), any Parent Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or Merger Sub of a breach of, or inaccuracy in, of any of the representations and warranties made by the Company in Section 3.14 (Tax Matters) for which the representations and warranties in Section 3.14 (Tax Matters) have not expired (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist and a good faith estimate of its indemnifiable Damages in respect of such claim) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the expiration of the representations and warranties in Section 3.14 (Tax Matters) 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). All representations and warranties made by Parent and Merger Sub shall survive the Closing and expire at the termination of the Escrow Claim Period. 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 transactions contemplated hereby party or parties entitled to such performance or (including ii) if not fully performed or fulfilled, until the representations and warranties set forth in Section 2 and expiration of the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period relevant statute of such representations and warranties set forth in the prior sentence of this Section 8.1(a)limitations.

Survival of Representations, Etc. (aSubject to Sections 6.1(b) The and 6.1(e), the representations and warranties made by the Company in this Agreement, and the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby Selling Shareholders (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate2) 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 of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the expiration first anniversary of the representations and warrantiesClosing Date, any Indemnified Party Indemnitee (acting in good faith) delivers to the Stockholders’ Representative Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Company or the Selling Shareholders (and setting forth in reasonable detail the basis for such Indemnified Party’s Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 6.2 based on such alleged inaccuracy or breach, then the representation claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, the representations and warranties made by the Selling Shareholders in Section 3.1 shall survive the Closing for an unlimited period of time. The representations and warranties made by Purchaser in Section 4 shall survive the Closing and shall expire on the first anniversary of the Closing Date. Notwithstanding anything to the contrary contained in Section 6.1(a) (other than the penultimate sentence of Section 6.1(a)), the Specified Representations shall survive the Closing and shall expire on the later of: (i) the one year anniversary of the Closing Date; and (ii) the date that any portion of the last to be paid of any amounts payable by Purchaser pursuant to Sections 1.4 and 5.4(b) becomes due in accordance with Sections 1.4 and 5.4(b); provided, however, that if, at any time prior to such expiration date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or warranty underlying a breach of any of such Specified Representations (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 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the end of the Escrow Period solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the representations and warranties made by the Selling Shareholders and the Company, and the covenants and obligations of the Company and each of the Selling Shareholders, 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 (other than information contained in this Agreement and in the Disclosure Schedule) 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 with respect to Section 2 of this Agreement shall be deemed to be a representation and warranty made by the Company, and each statement or other item of information set forth in the Disclosure Schedule with respect to Section 3 of this Agreement shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreement, the Company Disclosure Schedule . Nothing contained in this Section 6.1 or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties except as set forth in Section 2 and 6.2(h)) elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on fraudulent or intentional misrepresentation by any of the representations set forth in Selling Shareholders or the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a)Company.

Survival of Representations, Etc. (a) The representations and warranties made by of the Company contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby herewith (including the representations and warranties set forth in Section Article 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 of the Company set forth in Section 2.5 (Capitalization) […***…] (the “Company Special Fundamental Representations”) shall survive until the two (2)-year anniversary expiration of the Closing Dateapplicable statute of limitations; and (ii) if, at any time prior to the expiration of the representations and warrantiesEscrow Period, any Indemnified Party Indemnitee delivers to the StockholdersShareholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and or warranties of the Company (and setting forth in reasonable detail the basis for such Indemnified PartyIndemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 9.2 based on such alleged inaccuracy or * 55 *Confidential Treatment Requested breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period solely for the purpose of resolving with respect to such claim only until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any All of the covenants, agreements and obligations of the parties contained in this Agreement other than the representations and warranties shall survive (A) 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 (B) 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 Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a)Effective Time.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Selling Stockholders in this Agreement, the Company Disclosure Schedule Selling Stockholders Compliance Certificate or in any other document, certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) herewith shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day end of the Escrow Period; provided, however, that (i) the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, if at any time prior to the expiration end of the representations and warrantiesEscrow Period, any Indemnified Party Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Selling Stockholders (and setting forth in reasonable detail the basis for such Indemnified PartyIndemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the such asserted claim asserted in such notice shall survive the end of the Escrow Period solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the All representations and warranties made by the Company Parent shall survive the Closing until the first anniversary thereof, at which time all liability of the Parent with respect to such representations and warranties shall thereupon cease. All covenants, agreements and obligations of the parties contained in Article 4 shall survive the Closing for a period of one year; provided, however, that any covenant underlying a claim asserted pursuant to Section 9.2(a) prior to the end of such one year period shall survive until such claim is fully and finally resolved. All other 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 transactions contemplated hereby party or parties entitled to such performance or (including ii) if not fully performed or fulfilled, until the representations and warranties set forth in Section 2 and expiration of the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period relevant statute of such representations and warranties set forth in the prior sentence of this Section 8.1(a)limitations.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule Compliance Certificate or in any other document, certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) herewith shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day end of 18 months after the Escrow PeriodClosing Date; provided, however, that (i) the representations and warranties contained in Section 2.3 shall survive the Closing indefinitely, (ii) the representations and warranties contained in Section 2.6, Section 2.9, Section 2.14, Section 2.15, Section 2.16, Section 2.19 and Section 2.24 shall survive the Closing until the expiration of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary relevant statute of the Closing Date; limitations, and (iiiii) if, at any time prior to the expiration end of 18 months after the representations and warrantiesClosing Date, any Indemnified Party Indemnitee delivers to the Stockholders’ Representative Company a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnified PartyIndemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the All representations and warranties made by Investor shall terminate and expire as of the Company end of 18 months after the Closing Date, and any liability of Investor with respect to such representations and warranties shall thereupon cease; provided, however, that the representations and warranties contained in Section 3.5 shall survive the Closing until the expiration of the relevant statute of limitations. 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 transactions contemplated hereby party or parties entitled to such performance or (including ii) if not fully performed or fulfilled, until the representations and warranties set forth in Section 2 and expiration of the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period relevant statute of such representations and warranties set forth in the prior sentence of this Section 8.1(a)limitations.

Survival of Representations, Etc. (a) The representations and warranties made by of the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (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 (the "Expiration Date"); provided, however, that (i) the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the expiration of the representations and warrantiesExpiration Date, any Indemnified Party Parent Indemnitee delivers to the Stockholders’ Representative Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnified Party’s Parent Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim Expiration Date until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the All representations and warranties made by Parent and Merger Sub shall terminate and expire on the Company in this AgreementExpiration Date, the Company Disclosure Schedule and any liability of Parent or any other certificate, schedule or instrument delivered or executed in connection Merger Sub with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period of respect to such representations and warranties set shall thereupon cease; provided, however, that if prior to the Expiration Date, the Shareholders' Agent delivers to Parent a written notice alleging the existence of an inaccuracy in or breach of any of the representations made by Parent (and setting forth in reasonable detail the prior sentence of this basis for the Shareholders' Agent's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.1(a)9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Expiration Date until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby QSG and each Shareholder (including the representations and warranties set forth in Section 2 and 3 and the representations and warranties set forth in the Company Compliance CertificateClosing Certificates) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on survive and remain in full force and effect until the final day earlier of the Escrow Period; provided, however, that (i) March 31, 1999, and (ii) the representations date on which Parent files its 1998 annual report on Form 10-K with the SEC for the fiscal year ending December 31, 1998 (except for Sections 2.14 and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) 2.16, which each shall survive until the two (2)-year anniversary expiration of the Closing Datetheir respective statutes of limitations and except for Section 3.2, which shall survive for an unlimited period of time); and (ii) PROVIDED, HOWEVER, that if, at any time prior to the expiration of the representations and warrantiesapplicable survival period, any Indemnified Party Indemnitee (acting in good faith) delivers to the Stockholders’ Representative QSG or such Shareholder a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by QSG or such Shareholder (and setting forth in reasonable detail the basis for such Indemnified Party’s Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim applicable survival period until such time as such claim is fully and finally resolved. The Company’s disclosure to representations and warranties made by Parent or and Merger Sub in Section 4 shall survive until the later of (i) 30 days after the date of filing of Parent's Form 10-K for the year ended December 31, 1998 and (ii) April 30, 1999; PROVIDED, HOWEVER, that if, at any time prior to the expiration of such survival period, the Shareholders (acting in good faith) deliver to the Parent a written notice alleging the existence of an inaccuracy in or a breach of, or inaccuracy in, of any of the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby Parent (including the representations and warranties set setting forth in Section 2 reasonable detail the basis for the Shareholders' belief that such an inaccuracy or breach may exist) and asserting a claim for recovery based on such alleged inaccuracy or breach, then the representations set forth claim asserted in the Company Compliance Certificate), such notice shall in no way limit survive the survival period of until such representations time as such claim is fully and warranties set forth in the prior sentence of this Section 8.1(a)finally resolved.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) Certificate shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day of date that is fifteen months after the Escrow PeriodClosing Date; provided, however, that (i) the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the expiration end of the representations and warrantiesEscrow Claim Period, any Indemnified Party Parent Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such 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 Indemnified PartyParent Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 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 solely for the purpose of resolving such claim 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. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any All of the representations covenants, agreements and warranties made by obligations of the Company 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 transactions contemplated hereby party or parties entitled to such performance or (including ii) if not fully performed or fulfilled, until the representations and warranties set forth expiration of the relevant statute of limitations. Nothing contained in this Section 2 and the representations set forth 10.1 or elsewhere in the Company Compliance Certificate), Agreement shall in no way limit the survival period limited any rights or remedy of such representations and warranties set forth in the prior sentence of this Section 8.1(a)any Parent Indemnitee for claims based on fraud or intentional misrepresentation.

Survival of Representations, Etc. (a) The Subject to Sections 9.1(b) and 9.1(d), the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby Acquired Companies (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 15 months following the final day of the Escrow PeriodClosing Date; provided, however, that (i) the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the expiration of 15 months following the representations and warrantiesClosing Date, any Indemnified Party Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such the representations and warranties made by the Acquired Companies (and setting forth in reasonable detail the basis for such Indemnified PartyIndemnitee’s belief that such an inaccuracy or breach may existexists and if then known the amount and method of calculation of Damages) and asserting a claim for recovery under Section 8.2 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 fifteen month anniversary of the Escrow Period solely Closing (but only for the sole purpose of resolving remaining in effect in order to permit such claim to be fully and finally resolved, and not with respect to any claims which may be made after the expiration date) until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the representations and warranties made by Parent and Merger Sub in Section 3 shall expire on the Company Closing Date; provided, that, nothing contained in this AgreementSection 9.1 or elsewhere in this Agreement shall limit any rights or remedy existing at law or in equity or by statute, or otherwise and conferred upon holders of Parent Common Stock. The agreements, covenants and other obligations of the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with parties hereto shall survive the transactions contemplated hereby (including the representations and warranties set forth in Section 2 Closing and the representations set forth Effective Time in the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a)accordance with their respective terms.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Company, Parent and Merger Sub in this AgreementAgreement shall survive the Closing until 11:59 pm (Pacific time) on the date that is twelve (12) months following the Closing Date (the “Expiration Date”); provided, however, that: (a) the Company Disclosure Schedule or any Fundamental Representations (other certificate, schedule or instrument delivered or executed in connection with than the transactions contemplated hereby Tax Representations) shall survive the Closing until 11:59 pm (including Pacific time) on the third anniversary of the Closing Date; and (b) the representations and warranties set forth in Section 2 and 2.12 of this Agreement (the representations set forth in the Company Compliance Certificate“Tax Representations”) shall survive the Closing and shall expire at until 11:59 p.m. pm (Pacific Time time) on the final day date that is sixty (60) days after the expiration of the Escrow Period; providedstatute of limitations (giving effect to any waiver, however, mitigation or extension thereof) applicable to the subject matter of such representation or warranty. The covenants and agreements that (i) are to be performed in full prior to the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) Closing shall survive until the two (2)-year anniversary of the Closing until 11:59 pm (Pacific time) on the Expiration Date; . The covenants and (ii) ifagreements contained in this Agreement that are required to be performed in whole or in part after the Closing shall survive the Closing until fully performed in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, at any time if an indemnification claim is made prior to the expiration of the representations and warranties, applicable survival period by any Indemnified Party delivers Indemnitee delivering a Claim Notice to the StockholdersSecurityholders’ Representative a written notice alleging Agent, or by the existence of an inaccuracy in or a breach Securityholders’ Agent, on behalf of any of such representations and warranties (and setting forth Effective Time Holder, delivering a Claim Notice to Parent, as the case may be, in reasonable detail the basis for such Indemnified Party’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 based on such alleged inaccuracy or breachaccordance with this Agreement, then the representation or warranty underlying in each case the claim asserted in such notice Claim Notice shall survive the end of the Escrow Period solely for the purpose of resolving such claim Expiration Date until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate), shall in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a).