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

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing.

Survival of Representations and Warranties and Covenants. If the Merger Share Purchase is consummated, the representations and warranties and covenants of the Company and the Company Shareholder contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve eighteen (1218) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in any certificate delivered to Purchaser regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitationslimitations (giving effect to any waiver, mitigation or extension thereof) for claims against the Company Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP Rep Representation and the Regulatory Representation and the representations and warranties of the Company contained in any certificate delivered to Purchaser regarding the same subject matter as those covered by the IP Representation or the Regulatory Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary date that is twenty-four (24) months following the Closing Date for claims against the Company Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the Tax Representation and the representations and warranties of the Closing DateCompany contained in any certificate delivered to Purchaser regarding the same subject matter as those covered by Tax Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for such claim against the Company Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that no right to indemnification pursuant to Article 8 ARTICLE 9 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an a Claim Certificate delivered to the Stockholders’ Agent Company Shareholder prior to the expiration of the applicable expiration date of such representation or warranty Claims Period set forth above shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or fraud, willful breach or intentional misrepresentation by the Company (subject to the limitations set forth in ARTICLE 9) or the Company Shareholder. If the Share Purchase is consummated, the representations, warranties and covenants of Parent and Purchaser contained in this Agreement and the other certificates contemplated hereby shall survive the Closing and remain operative and in full force and effect regardless of any Subsidiary investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is eighteen (18) months following the Closing Date; provided, however, that the representations and warranties in Section 4.1 (Organization and Standing), Section 4.2 (Authority; Noncontravention), Section 4.3 (Capitalization), Section 4.7 (Solvency), Section 4.8 (Issuance of Shares), Section 4.9 (Financing), and the representations and warranties of the Parent and Purchaser contained in any certificate delivered to Company and Company Shareholder regarding the same subject matter as those covered by such representations and warranties pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations. The limitations (giving effect to any waiver, mitigation or extension thereof) for claims against the Parent and Purchaser which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; and warranties provided further that the covenants of Acquirer the Parent and Purchaser contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as survive until the expiration of the Closingapplicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) following the date such covenant was or is to be performed; provided, further; that no right to indemnification pursuant to ARTICLE 9 in respect of any claim that is delivered to the Parent or Purchaser prior to the expiration of the applicable claims period set forth above shall be affected by the expiration of such representations and warranties or covenants; and provided, further, that such expiration shall not affect the rights of any Shareholder Indemnified Person to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Parent or Purchaser. If the Merger Share Purchase is consummated, all covenants of the parties Company and the Company Shareholder (including the covenants set forth in Article 4 ARTICLE 5 and Article 5ARTICLE 6) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to ARTICLE 9 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If Subject to the Merger is consummatedlimitations and other provisions of this Agreement, (a) the representations and warranties (other than the Company Fundamental Reps and Seller Fundamental Reps) and Pre-Closing Covenants of the Company Parties contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), herein and the other certificates delivered right of an Indemnitee to bring an indemnification claim under this Article XI in accordance herewith respect of any breach thereof, shall survive the Closing and shall remain in full force and effect, regardless of any investigation or disclosure made by or effect until 11:59pm (Pacific time) on behalf of any of the parties to this Agreement, until the date that is twelve fifteen (1215) months following after the Closing Date; provided, however(b) the Company Fundamental Reps (other than the Tax Reps) and Seller Fundamental Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any breach thereof, that shall survive the Special Representations will Closing and shall remain operative and in full force and effecteffect until 11:59pm (Pacific time) on the fourth anniversary of the Closing Date, regardless (c) the Tax Reps and the right of an Indemnitee to bring an indemnification claim under this Article XI in respect of any investigation or disclosure made by or breach thereof, shall survive the Closing and shall remain in full force and effect until 11:59 pm (Pacific time) on behalf of any the date that is sixty (60) days after the expiration of the parties statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representations and warranties bars all claims with respect to such subject matter and (d) all covenants and other agreements that by their terms are to be performed or complied with, in whole or in part, at or after the Closing (“Post-Closing Covenants”) shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, until (x) if written notice of a claim has been given in the manner required by this Article XI prior to the expiration of the applicable statute of limitations; providedrepresentations, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation warranties or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected covenants by the expiration of party seeking indemnification for such representation or warranty; claim, then the relevant representations, warranties and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration covenants of the applicable statute party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI and (y) none of limitations. The representations and warranties of Acquirer the survival periods, termination dates or limitations contained in this Agreement and the other agreements, certificates and documents contemplated hereby Article XI shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except apply to the extent such covenants provide that they are any claims relating to be performed after the ClosingFraud.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, absent fraud, willful breach or intentional misrepresentation, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter Schedule (including any exhibit or schedule to the Company Disclosure LetterSchedule), and the other certificates delivered in accordance herewith contemplated hereby (and the indemnification obligations of the Company relating thereto) shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. Pacific Time on the date that is twelve (12) 18 months following the Closing DateDate (or if such date is not a Business Day, until such time on the first Business Day thereafter); provided, however, that the Special Representations representations and warranties of the Company contained in Section 2.2 (Capitalization), Section 2.3 (Due Authorization), Section 2.13 (No Finder’s Fees; Transaction Expenses) or Section 2.15 (Tax Returns and Payment) and in any certificate delivered to Acquiror regarding Capitalization, Due Authorization, Finder’s Fees or Tax Returns (and the indemnification obligations of the Company Stockholders relating thereto) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. Pacific Time on the expiration of date that is 36 months following the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation Closing Date (or disclosure made by or on behalf of any of the parties to this Agreementif such date is not a Business Day, until such time on the second anniversary of the Closing Datefirst Business Day thereafter); and provided, further, that no right to indemnification pursuant to Article 8 IX in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Officer’s Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation the Claims Period, or warranty with respect to Special Matters, the Subsequent Claims Period, shall be affected by the expiration of such representation or warranty; representations and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitationswarranties. The representations and warranties of Acquirer Acquiror and the Merger Sub contained in this Agreement, the Acquiror Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of terminate at the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant prior to the Closing shall be affected by the expiration of such covenant (subject to the limitations set forth in this Agreement). Acquiror’s right to recover Indemnifiable Damages under this Agreement shall in no way be affected by any investigation by or knowledge of Acquiror, whether prior to or after the date hereof.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby (and the indemnification obligations of the Company relating thereto) shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. Pacific Time on the date that is twelve fifteen (1215) months following the Closing Date (the “Expiration Date”); provided, however, that the Special Representations and in any certificate delivered to Acquiror regarding the Special Representations (and the indemnification obligations of the Company Indemnifying Parties relating thereto) and otherwise in the case of, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that limitations (if later than the IP Rep will remain operative and in full force and effect, regardless expiration of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of fifteen (15) months following the Closing Date); and provided, further, that no right to indemnification pursuant to Article 8 VIII in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Officer’s Certificate delivered to the StockholdersIndemnifying Parties’ Agent prior to the applicable expiration date of such representation the Claims Period, or warranty with respect to Fundamental Claims, the Subsequent Claims Period, shall be affected by the expiration of such representation or warranty; representations and providedwarranties. If the Merger is consummated, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer Acquiror contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of survive until 11:59 p.m. Pacific Time on the Closingdate that is fifteen (15) months following the Closing Date. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant prior to the Closing shall be affected by the expiration of such covenant (subject to the limitations set forth in this Agreement).

Survival of Representations and Warranties and Covenants. If the First Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Escrow Release Date; provided, further, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall will expire and be of no further force or effect as of the Closing, except for the representations and warranties of Acquirer in Section 3.2 (Authority; Noncontravention) and Section 3.4 (Valid Issuance) will remain operative and in full force ad effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statutes of limitation. If the First Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or 57- effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the The representations and warranties of made by Acquiror, Sub, Parent and the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), Acquiror Secretary Certificate and the other certificates delivered in accordance herewith Parent Secretary Certificate shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) months following the Closing Escrow Release Date; provided, however, that the Special Representations and the Liquidity Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitationslimitations for claims which seek recovery of Indemnifiable Damages arising out of a breach of such representations or warranties; provided, provided further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 6 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth made in an Claim Certificate delivered to the Stockholders’ Agent prior to accordance with Article 6 during the applicable expiration date of such representation or warranty Claims Period shall be affected by the subsequent expiration of such representation or warrantyrepresentations and warranties after the delivery of the Claim Certificate in respect of such claim; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 6 or otherwise to seek recovery of Indemnifiable Damages arising out of (x) any fraud or willful breach intentional misrepresentation by Acquiror, Sub, Parent or the Company with respect to such representations and warranties, or any Subsidiary (y) the matters listed in clause (v) of the first sentence of Section 6.2(a) until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all All covenants of the parties (including the covenants set forth in Article 4 and Article 54) shall expire and be of no further force or effect as of the Closing, except to the extent any such covenants provide or contemplate by their terms that they survive or are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article 6 in respect of any claim made in accordance with Article 6 during the applicable Claims Period based upon any breach of a covenant shall be affected by the subsequent expiration of such covenant after the delivery of the Claim Certificate in respect of such claim; provided, further, that the Tax Covenants and the Liquidity Covenants shall be deemed to survive until the expiration of the applicable statute of limitations.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the StockholdersEffective Time Holders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; . The representations and warranties of the Company contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect at 11:59 p.m. California time on the 12-month anniversary of the Closing provided, furtherhowever, that such expiration shall not affect the rights no right to indemnification pursuant to Article 8 in respect of any Indemnified Person under Article 8 or otherwise claim that is set forth in an Claim Certificate delivered to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until Escrow Agent prior to the expiration of the applicable statute Escrow Period shall be affected by the expiration of limitationssuch representations and warranties. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing. Other than for fraud by the Company, Acquirer and the Company expressly agree pursuant to this Section 9.1 to shorten the statutes of limitations applicable to all claims and causes of action based upon inaccuracies in or breaches of (i) representations and warranties of the Company in this Agreement and (ii) the representations and warranties of Acquirer and Sub in this Agreement, in each case to the period specified in this Section 9.1.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. California time on the date that is twelve (12) months following after the Closing Date; provided, however, that or (a) in the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any case of the parties to this AgreementFundamental Representations and Warranties or Tax Matters, until the expiration of the applicable statute of limitations; provided, further, that limitations with respect to such Fundamental Representations and Warranties and Tax Matters and (b) in the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any case of the parties to this AgreementSelect Matters, until the second two (2) year anniversary of the Closing Date; provided, furtherhowever, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the StockholdersEffective Time Holders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations representations, warranties and warranties covenants of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire survive the Closing and be remain in full force and effect, regardless of no further force any investigation or effect as disclosure made by or on behalf of any of the Closingparties to this Agreement, until 11:59 p.m. California time on the date that is twelve (12) months after the Closing Date; provided, however, that any covenants of the Acquirer or its subsidiaries that require performance beyond such expiration date shall continue to survive. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing.

Survival of Representations and Warranties and Covenants. If the Merger is Mergers are consummated, the representations and warranties of the Parent and Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, effect until the date that is twelve (12) 18 months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of Parent and Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, effect until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is 18 months following the Closing Date) for claims against the Company Stockholders and Parent Members which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article ARTICLE 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an a Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty the Holdback Period shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article ARTICLE 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by Fundamental Claims and any claims relating to a failure of the Company or any Subsidiary representations and warranties contained in Section 2.11 (Taxes) to be true and correct until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is 18 months following the Closing Date). The If the Mergers are consummated, the representations and warranties of Acquirer Acquiror and the Merger Subs contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is Mergers are consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed at or after the Closing; provided, however, that no right to indemnification pursuant to ARTICLE 8 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. Notwithstanding the foregoing, claims for Indemnifiable Damages may be made during the Claims Period.

Survival of Representations and Warranties and Covenants. If the Merger Share Purchase is consummated, the representations and warranties of the Company Sellers contained in this Agreement, as modified by the Company Disclosure Letter Agreement (including any exhibit or schedule Schedule to the Company Sellers’ Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) *** months following the Closing Date; provided, however, that the Special Representations representations and warranties of the Sellers contained in *** will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that limitations (if later than the IP Rep will remain operative and in full force and effect, regardless expiration of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of 18 months following the Closing Date) for claims against the Sellers which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, that no right to indemnification pursuant to Article 8 VIII in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Officer’s Certificate delivered to the Stockholders’ Escrow Agent prior to the applicable expiration date of such representation or warranty the Escrow Period shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach intentional misrepresentation by the Company or any Subsidiary Seller until the expiration of the applicable statute of limitations. The If the Share Purchase is consummated, the representations and warranties of Acquirer Purchaser contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article 4 IV and Article 5V) shall expire and be of no further force or effect as of on the Closingdate that is 18 months following the Closing Date, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) 24 months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is 24 months following the Closing Date) for claims against the Converting Holders and Management Plan Participants which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article ARTICLE 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty the Holdback Period shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article ARTICLE 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary Fundamental Claims until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is 24 months following the Closing Date). The If the Merger is consummated, the representations and warranties of Acquirer Acquiror contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed at or after the Closing; provided, however, that no right to indemnification pursuant to ARTICLE 8 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. Notwithstanding the foregoing, claims for Indemnifiable Damages may be made during the Claims Period.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the The representations and warranties (other than the Fundamental Representations and the Statutory Representation) and covenants and agreements of the Company parties contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule and rights to the Company Disclosure Letter)indemnification in respect thereof, and the other certificates delivered in accordance herewith shall survive the Closing and continue in effect until [REDACTED]*; provided, that those covenants and agreements that by their terms are to be performed in whole or in part subsequent to the Closing shall remain in full force until such particular covenant or agreement is fully performed as provided in this Agreement. The Fundamental Representations, and effectthe rights of indemnification in respect thereof, regardless shall survive the Closing and continue in effect [REDACTED]*. The Statutory Representation, and the rights of any investigation or disclosure made by or on behalf of any indemnification in respect thereof, shall survive the Closing and continue in effect until [REDACTED]* with respect to the subject matter thereof. The agreement of the parties Holders to provide indemnification pursuant to Section 12.2(b) shall continue until [REDACTED]* with respect to the Taxes that are covered by Section 12.2(b). The agreement of the Holders to provide indemnification pursuant to Section 12.2(c) shall continue until [REDACTED]* applicable to the subject matter of such indemnification provision. The period for which a representation or warranty, covenant or agreement contained in this Agreement, until the date that is twelve (12) months following Agreement survives the Closing Date; providedis referred to herein as the “Survival Period.” Notwithstanding anything herein to the contrary, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until after the expiration of the Survival Period applicable statute of limitations; providedto any representation, furtherwarranty, that the IP Rep will remain operative and in full force and effect, regardless of any investigation covenant or disclosure made by or on behalf of any agreement of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of this Agreement: (A) such representation representation, warranty, covenant or warranty agreement shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as effect; and (B) no Indemnified Party shall be entitled to any indemnification rights arising from a breach of the Closing. If the Merger is consummatedsuch representation, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force warranty, covenant or effect as of the Closing, agreement except to the extent that such covenants provide that they are Indemnified Party has given written notice thereof to be performed after the ClosingIndemnifying Party during the Survival Period pursuant to the applicable provisions of this Article XII.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, Agreement (as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), Schedule) and the other certificates delivered in accordance herewith contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreementhereto, until 11:59 pm (Pacific Time) on the date that is twelve eighteen (1218) months following the Closing Date; provided, however, provided that the Special Company Fundamental Representations (as modified by the applicable Company Disclosure Schedule) and the provisions of any certificate delivered to Acquirer regarding the Company Fundamental Representations pursuant to this Agreement will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties hereto (except as and to this Agreementthe extent set forth in the Company Disclosure Letter), until the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing DateFundamental Claims Period; provided, further, that no right to indemnification pursuant to this Article 8 VIII in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Officer’s Certificate delivered to the Stockholders’ Agent and the Escrow Agent prior to the applicable expiration date of such representation or warranty the Escrow Period in accordance with the terms hereof shall be affected by the expiration of the representation and warranty subject to such representation or warrantyclaim ; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under this Article 8 VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any actual and intentional fraud or willful breach by the Company or any Subsidiary Company, which shall continue until and expire at 11:59 pm (Pacific Time) on the thirtieth (30th) day following the expiration of the applicable statute of limitationslimitations for the subject matter of such claim. The If the Merger is consummated, the representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby by this Agreement shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties hereto (including the covenants set forth in Article 4 IV and Article 5V) shall expire and be of no further force or effect as of survive in accordance with their respective terms until the Closing, except to the extent date on which such covenants provide that they are to be performed after the Closingcovenant is fully performed.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified or qualified by the Company Disclosure Letter Schedule (including any exhibit or schedule to the Company Disclosure LetterSchedule), and the other certificates delivered in accordance herewith contemplated hereby (and the indemnification obligations of the Company Stockholders relating thereto) shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until 11:59 p.m. Pacific Time on the 18 month anniversary of the Closing Date (or if such date is not a Business Day, until such time on the first Business Day thereafter) (the period ending on such date the “General Survival Period”); provided however, that notwithstanding the foregoing (i) the survival period for Fundamental Claims shall be the applicable statute of limitations; and (ii) the survival period for IP/EB Claims will end on the 30 month anniversary of Closing (the “IP/EB Claims Survival Period”); provided further, however, that upon the consummation of an Acquiror COC Event, the IP/EB Claims Survival Period shall immediately terminate. If the Merger is consummated, the representations and warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall survive until 11:59 p.m. Pacific Time on the date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants expressly provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article VI in respect of any claim based upon any breach of a covenant prior to the Closing shall be affected by the expiration of such covenant (subject to the limitations set forth in this Agreement). The parties acknowledge that by this Section 7.1 and the claim limitations set forth in Article VI, it is their intention to contractually establish their own limitations periods for bringing claims, which may be shorter than what applicable law would otherwise provide.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve eighteen (1218) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, indefinitely for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP Representation and the representations and warranties of the Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by the IP Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is thirty-six (36) months following the Closing Date for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the Tax Representation and the representations and warranties of the Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by Tax Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitationslimitations for such claim for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 VIII in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an a Claim Certificate delivered to the StockholdersShareholders’ Agent prior to the applicable expiration date of such representation or warranty the Claims Period set forth above shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach intentional misrepresentation by the Company or any Subsidiary until Subsidiary. If the expiration of Merger is consummated, the applicable statute of limitations. The representations and warranties of Acquirer Acquiror contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 IV and Article 5V) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until terminated on the day after the date that is twelve (12) 18 months following the Closing Date; provided, however, that the Special Representations representations and warranties of the Company contained in Section 2.2 (Capital Structure) and Section 2.3(a) (Authority) and in any certificate delivered to Acquiror regarding such representations and warranties, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitationslimitations (if later than the expiration of 18 months following the Closing Date) for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 VIII in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Officer’s Certificate delivered to the Stockholders’ Agent prior to the expiration of the applicable expiration date of such representation or warranty Claims Period shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or fraud, willful breach or intentional misrepresentation by or on behalf of the Company or any Subsidiary until the expiration of the applicable statute of limitations. The If the Merger is consummated, the representations and warranties of Acquirer Acquiror contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 IV and Article 5V) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the ClosingClosing (including without limitation covenants to cause the Acquiror Common Stock issuable pursuant to the First Merger to be registered with the SEC on Form S-3); provided, however, that no right to indemnification pursuant to Article VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the The representations and warranties of the Company Company, the Israeli Subsidiary and the Sellers contained in this Agreement, as modified by the other Transaction Documents (including the Company Disclosure Letter (including and any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in any certificate delivered to Buyer regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the date that is fifteen (15) months following the Closing Date; provided, however, that the Fundamental Representations and the representations and warranties of the Company contained in any certificate delivered to Buyer regarding the same subject matter as those covered by the Fundamental Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, provided further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 ARTICLE 9 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an a Claim Certificate delivered to the StockholdersSellers’ Agent Representative prior to the applicable expiration date of such representation or warranty the Claims Period shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary Fundamental Claims until the expiration of the applicable statute of limitationslimitations (if later than the expiration of the date that is fifteen (15) months following the Closing Date). The If the Share Exchange is consummated, the representations and warranties of Acquirer Buyer contained in this Agreement and the other agreements, certificates and documents contemplated hereby Transaction Documents shall expire and be of no further force or effect as of the ClosingMarch 1, 2015. If the Merger Share Exchange is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to ARTICLE 9 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the The representations and warranties of the Company and the Purchaser contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to this Agreement, the Company Disclosure Letter), Schedule and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties party to this Agreement, until the date that is twelve (12) months following expiration of the Closing DateGeneral Indemnity Period; provided, however, that each Company Fundamental Representation shall survive the Special Representations will Closing and remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties party to this Agreement, until ** ** (the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing “Representation Termination Date; provided, further, that no ”). No right to indemnification pursuant to this Article 8 X in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an a Claim Certificate delivered to the Stockholders’ Agent Company prior to (x) the applicable expiration date of such representation the General Indemnity Period or warranty (y) the expiration of the Representation Termination Date in the case of any Company Fundamental Representation shall be affected by the expiration of such representation or warranty; the applicable representations and providedwarranties, further, that and any such expiration shall not affect the rights of any Indemnified Person under this Article 8 X or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud intentional fraud, willful breach or willful breach misrepresentation committed by the Company or any Subsidiary (the “Fraud”), until the expiration of the applicable statute of limitationslimitations with respect to Fraud. All covenants and agreements of the parties contained herein, including the indemnification provisions set forth in Section 10.2(a) hereof other than Section 10.2(a)(i), shall survive the Closing indefinitely, unless otherwise specifically provided in this Agreement. The representations parties acknowledge that the time periods set forth in this Article X and warranties of Acquirer contained elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the other agreements, certificates and documents contemplated hereby shall expire and be result of no further force or effect as of the Closing. If the Merger is consummated, all covenants of arms-length negotiations among the parties (including and that the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of parties intend for the Closing, except to the extent such covenants provide that they are time periods to be performed after enforced as agreed by the Closingparties.

Survival of Representations and Warranties and Covenants. If the Merger is consummated, the The representations and warranties of Parent and the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) months following the Closing Escrow Release Date; provided, however, that the Special Representations and the representations and warranties of Parent and the Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of Parent or the parties to this AgreementCompany, until the expiration of ninety (90) days following the expiration of the applicable statute of limitationslimitations (if later than the expiration of the Escrow Release Date) for claims which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 5 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent made prior to the applicable expiration date of such representation or warranty Escrow Release Date shall be affected by the expiration of such representation or warrantyrepresentations and warranties after the delivery of a Claim Certificate in respect of such claim; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 5 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or fraud, willful breach or intentional misrepresentation by Parent or the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer Acquiror and Sub contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all All covenants of the parties (including the covenants set forth in Article 4 and Article 54) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide or contemplate by their terms that they survive or are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article 5 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Merger Share Purchase is consummated, the representations and warranties of the Company, the Israeli Subsidiary and the Company Shareholders contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), ) and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any Purchaser, until the 12-month anniversary of the parties Closing Date or, in the event that a Applicable ChangeAnnouncement, if such announcement ultimately results in an Applicable Change, shall occur prior to the 12-month anniversary of the Closing Date, until the 18-month anniversary of the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company and the Israeli Subsidiary contained in any certificate delivered to Purchaser regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain in full force and effect, regardless of any investigation made by or on behalf of Purchaser, until after the date expiration of the applicable statute of limitations (if later than the expiration of 18 months following the Closing Date) for claims against the Indemnifying Parties which seek recovery of Indemnifiable Damages pursuant to the terms of this ARTICLE 9, to the extent arising out of an inaccuracy or breach of such representations or warranties, except that is twelve representations and warranties set forth in Section 2.9 (12Intellectual Property) shall remain in full force and effect, regardless of any investigation made by or on behalf of Purchaser, for a period of thirty-six (36) months following the Closing Date; provided, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 ARTICLE 9 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the StockholdersShareholders’ Agent prior to the expiration of the applicable expiration date of such representation or warranty survival period shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of the matters listed in clauses (iii) – (xi) of Section 9.1(a) or any fraud of the Company, the Israeli Subsidiary or willful breach by the Company their respective officers or directors or any Subsidiary Company Securityholders to the extent in connection with the Company, the Israeli Subsidiary, this Agreement, the Share Purchase and the other transactions contemplated hereby until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing.

Survival of Representations and Warranties and Covenants. If the Merger Share Purchase is consummated, the representations and warranties of the Company Selling Shareholders and Acquirer contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve eighteen (1218) months following the Closing Date; provided, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitationslimitations (if later than the expiration of eighteen (18) months following the Closing Date) for claims against the Selling Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 9 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Shareholders' Agent prior to the applicable expiration date of such representation or warranty the Escrow Period shall be affected by the expiration of such representation or warrantyrepresentations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 9 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach misrepresentation by the Company or any Subsidiary Selling Shareholders until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing.