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

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, (a) The right to commence any claim for indemnification hereunder with respect to the representations and warranties of the Company and the Company Shareholders contained set forth in this Agreement, the Company Disclosure Letter (including Article IV or in any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be certificate delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement hereunder by Sellers shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following twelve (12) months after the Closing Date. The representations and warranties set forth in Article V shall not survive beyond the Closing and there shall be no liability in respect thereof, whether such liability has accrued prior to or after Closing; provided, however, provided that the Seller Indemnified Parties shall have a right to commence any claim for indemnification hereunder with respect to the representations and warranties set forth in Article V, or in any certificate delivered hereunder by Purchaser with respect to such representations and warranties, from the Closing Date until the latest of (i) the Company fifteenth (15th) trading day after Registrable Securities (as defined in the Registration Rights Agreement) are first subject to an effective registration statement filed by Purchaser with the SEC and (ii) if a Blackout Period (as defined in the Registration Rights Agreement) occurs during such fifteen (15) day period, the trading day immediately after the last day of such Blackout Period. Notwithstanding the foregoing sentences, the right to commence any claim with respect to the representations and warranties contained in Section 2.11 4.1 (Intellectual PropertyOrganization and Good Standing), Section 4.2(a) and (b) (Trayport Entities and Subsidiaries), Section 4.3(a) and (b) (Title), Section 4.4 (Authorization), Section 4.7(a) (Transactions with Affiliates) and Section 4.12 (No Brokers or Finders) (as the same may be confirmed or repeated in any certificate delivered hereunder) (the “Seller Fundamental Representations”) and the representations and warranties contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization) and Section 5.12 (No Brokers or Finders) (as the same may be confirmed or repeated in any certificate delivered hereunder) (the “Purchaser Fundamental Representations”) and any claim based on fraud will remain operative survive indefinitely; provided, further that the right to commence any claim with respect to the representations and warranties contained in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, Section 4.18 (Taxes) will survive until the date that is [***] thirty (30) days following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing DateJanuary 31, 2013; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Acquirer regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing DateJanuary 31, 2014) for claims against the Closing Company Shareholders Converting Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, no right to indemnification pursuant to Article IX ARTICLE 8 in respect of any claim that is set forth in an Officer’s Claim Certificate delivered to the Escrow Stockholders’ Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX ARTICLE 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach fraud or intentional misrepresentation Intentional Misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) Acquirer contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 8 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Purchase Exchange is consummated, the representations and warranties of the Company and the Company Shareholders Sellers contained in this Agreement, the other Transaction Documents (including the Company Disclosure Letter (including and any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (i) with respect to the date that is [***] following Non-Founder Sellers, the Closing Non-Founder Seller Holdback Release Date and (ii) with respect to the Founder Sellers, the Founder Sellers Holdback Release Date; provided, however, that the Fundamental Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Buyer regarding the same subject matter as those covered by the Fundamental Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any until the expiration of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery applicable statute of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantieslimitations; provided, further, however, that the IP Representations and the representations and warranties of the Company contained in Section 2.3 (Capital Structure)any certificate delivered to Buyer regarding the same subject matter as those covered by the IP Representations pursuant to any provision of this Agreement, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations date that is thirty-six (if later than the expiration of [***] following 36) months from the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Agent Sellers’ Representative prior to the expiration of the Escrow applicable Claims Period shall be affected by the expiration of such representations and warranties; provided, further, that such expiration shall not affect the rights of any Indemnified Person under ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of any Fundamental Claims until the expiration of the applicable statute of limitations; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX ARTICLE 9 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary IP Claims until the expiration of until the applicable statute of limitationsdate that is thirty-six (36) months from the Closing Date. If the Share Purchase Exchange is consummated, the representations and warranties of Acquiror and Sub (if applicable) Buyer contained in this Agreement and the other certificates contemplated hereby Transaction Documents shall expire and be of no further force or effect as of the Closing. If the Share Purchase Exchange is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim based upon any breach of a covenant that is set forth in a Claim Certificate delivered to the Sellers’ Representative prior to the expiration of the applicable statute of limitations shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If The parties, intending to contractually shorten the Share Purchase is consummatedapplicable statute of limitations, the representations hereby acknowledge, represent, warrant, covenant and warranties agree that none of the Company representations, warranties, covenants and agreements of the Company Shareholders contained parties in this Agreement, Agreement or in any instrument delivered by the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered parties pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing other than (a) the Company Fundamental Reps, Seller Fundamental Reps, Purchaser Fundamental Reps, Section 4.08 and remain in full force and effectSection 4.15, regardless each of any investigation or disclosure made by or on behalf which shall survive the Closing through the earlier of any of (i) the parties to this Agreement, until thirtieth (30th) day following the date that is [***] on which the Purchaser publicly announces its earnings for the fiscal year ended December 31, 2015 and (ii) nine (9) months following the Closing (such earliest date, the “Survival Expiration Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property”), will remain operative and in full force (b) all covenants and effect, regardless of any investigation made other agreements that by or on behalf of or knowledge obtained by any of the parties their terms are to this Agreement, until the date that is [***] following be performed after the Closing Date for claims against shall survive the Closing Company Shareholders which seek recovery in accordance with their terms. If written notice of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that a claim has been given in the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made manner required by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent XI prior to the expiration of the Escrow Period shall be affected applicable representations and warranties by the expiration of party seeking indemnification for such claim, then the relevant representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration warranties of the applicable statute party shall survive solely as to such claim until such claim has been finally resolved pursuant to this Article XI. Any claim pursuant to Section 11.02(a)(iii) must be made on or prior to the Survival Expiration Date; provided, that if written notice of limitationssuch a claim has been given in the manner required by this Article XI on or prior to the Survival Expiration Date, then such claim shall survive until such claim has been finally resolved pursuant to this Article XI. If The aggregate amount of all Losses under each such unresolved indemnification claim made in accordance with this Article XI which remains outstanding and unresolved as of the Share Purchase is consummatedSurvival Expiration Date shall be collectively referred to, for purposes of the Limited Guaranty or otherwise, as the “Outstanding Claims.” Solely for purposes of this Article XI, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummatedArticle IV, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect VI are made as of the Closingdate of this Agreement and as of the Closing Date (unless expressly made as of an earlier date, except to the extent such covenants provide that in which case they are made as of such date) so that an Indemnitee may recover Losses for any failure of any representation or warranty to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of true and correct at either such covenant. ***Confidential Treatment Requesteddate.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties of the Company Company, the Sellers and the Company Shareholders Buyer contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twelve (12) months following the Closing Date; provided, however, that the representations Special Representations of Buyer on the one hand, and warranties of the Company and the Sellers on the other hand, including those contained in Section 2.11 (Intellectual Property)any certificate delivered to the other party regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] twelve (12) months following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties, other than claims for failure of any of the representations and warranties contained in Section 3.10 (Key Employee Representations) to be true and correct, in which case the Claims Period for Indemnifiable Damages will terminate on the date that is twenty-four (24) months following the Closing Date; provided, provided further, no right to indemnification pursuant to Article IX VII in respect of any claim that is set forth in an Officer’s Certificate delivered made prior to the Escrow Agent prior to the expiration of the Escrow Period Release Date shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX VII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by Buyer, Sellers or the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all All covenants of the parties (including the covenants set forth in Article V and Article VIV) shall expire and be of no further force or effect as of the survive Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] months following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] months following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] months following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.. EXECUTION COPY CONFIDENTIAL

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties made herein shall survive the Closing and terminate as provided in this Section 6.1. Upon such termination, no party shall have any liability to the other party with respect to a claim of violation of a representation or warranty unless the party entitled to indemnification pursuant to this Article VI (the “Indemnified Party”) shall have given appropriate notice to the party liable for indemnification pursuant to this Article VI (the “Indemnifying Party”) before the termination of the Company relevant representation or warranty as provided in this section and, accordingly, any representation or warranty, and any liability with respect thereto, that would otherwise terminate in accordance with this Section 6.1 shall continue to survive if a notice of a claim shall have been timely given under this Article VI on or prior to such termination, until such claim has been satisfied or otherwise resolved as provided in this Article VI, but only with respect to such claim. The representations and warranties and the Company Shareholders covenants and other obligations contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless for a period of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twenty-four (24) months following the Closing Date; providedClosing, however, that subject to the terms and conditions of this Article VI. Notwithstanding the preceding sentence (i) the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 Sections 2.2.6 (Taxes), Section 2.15 2.2.14 (Employee Benefit Plans ERISA) and Employee 2.2.15 (Environmental Matters), the representations and warranties of the Company Shareholders in Section 3.4 ) shall survive until six (Right to Sell6) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of months after the applicable statute of limitations (if later than including any extensions and waivers thereof) has expired; and (ii) the expiration representations and warranties in Sections 2.2.1(a), (b), clause (i) of [***] following Section 2.2.1(c), and the Closing Datesecond sentence of Section 2.2.1(d) for claims against (Authorization; No Conflicts; Organizational Documents, etc.), 2.2.2 (a), (b) and (c) (Capitalization), and 2.2.3(h) (Restricted Cash Accounts; Client Cash Accounts)(such representations and warranties, the Closing Company Shareholders which seek recovery “Seller Fundamental Representations”) and 2.3.1(a), (b), and clause (i) of Indemnifiable Damages arising out Section 2.3.1(c) (Authorization; No Conflicts; Status of an inaccuracy or breach of such representations or warranties; providedBuyer, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of etc.) (such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations “Buyer Fundamental Representations”) and warranties of Acquiror the covenants and Sub (if applicable) contained other obligations in this Agreement and shall survive the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment RequestedClosing indefinitely.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following end of the Closing DateEscrow Period; provided, however, that (i) the representations and warranties of the Company contained in Section 2.11 2.12 (Intellectual Property), Taxes) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following 30 days after the Closing Date expiration of the applicable statute of limitations for claims against the Closing Company Shareholders Effective Time Holders, which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties, and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any breach of such representations and warranties; provided, further, however, that (ii) the representations and warranties of the Company contained in Section 2.3 2.2 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) Additional Escrow Period for claims against the Closing Company Shareholders Effective Time Holders, which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties, and then expire with respect to any theretofore unasserted claims arising out of or otherwise in respect of any breach of such representations and warranties; provided, further, (iii) no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s 's Certificate delivered to the Escrow Agent prior to the expiration of the Escrow applicable Claims Period shall be affected by the expiration of such representations and warranties; and provided, further, that (iv) such expiration shall not affect the rights of any Indemnified Person under Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to survive or be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Asset Purchase is consummated, the representations and warranties of the Company and the Company Shareholders Seller contained in this Agreement, the Company Seller Disclosure Letter (including any exhibit or schedule of to the Company Seller Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] eighteen months following the Closing Date; provided, howeverprovided further, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any misrepresentation or breach of a representation or warranty that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Seller until the expiration of the applicable statute of limitations. If the Share Asset Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the day after the date that is [***] 12 months following the Closing Date; provided, however, that (i) the representations and warranties of the Company contained in Section 2.11 2.1 (Intellectual PropertyOrganization, Standing and Power), Section 2.2 (Capital Structure), Section 2.3 (Authority; Noncontravention), Section 2.6 (Litigation), Section 2.8 (Compliance with Laws; Governmental Permits), Section 2.12 (Taxes) and Section 2.13 (Employee Benefit Plans and Employee Matters) and in any certificate delivered to Acquiror regarding any of the foregoing pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until thirty days following the date that is [***] expiration of the applicable statute of limitations (if later than the expiration of 12 months following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; providedDate), further, however, that and (ii) the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell2.10(n) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of day after the applicable statute of limitations (if later than the expiration of [***] date that is 24 months following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, provided further, no right to indemnification pursuant to Article ARTICLE IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Stockholders’ Agent prior to the expiration of the Escrow Period applicable survival period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article ARTICLE IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until thirty days following the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article ARTICLE V and Article ARTICLE VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article ARTICLE IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. ***Confidential Treatment Requested.