Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. All of the representations and warranties made by each party in this Agreement, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (and the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under this Agreement shall survive the Closing in accordance with their respective terms.

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party of the Acquired Companies and the Seller contained in this Agreement, the Ancillary Related Agreements, the Company Disclosure Schedule or in any attachment, exhibit, the Disclosure Schedulesother document, certificate, document schedule or list instrument delivered by any such party pursuant hereto or executed in connection herewith (including the representations and warranties set forth in Article 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing for a period of (and claims based upon or arising out of such representations and warranties may be asserted shall expire at any time before the date which shall be) twenty-four (24) months following the date hereof11:59 p.m. Eastern Time on […***…]; provided, however, that (i) the representations and warranties of the Acquired Companies and the Seller set forth in Sections 3.1 […***…] (Organization of collectively, the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters“Fundamental Representations”) shall survive until ninety (90) 60 days following the expiration of the applicable statute of limitations limitations; and (with extensionsii) with respect to the matters addressed in such Section (orif, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to at any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim time prior to the expiration of the applicable survival period provided for herein Escrow Period, any Purchaser Indemnitee delivers to the Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations or warranties of the Acquired Companies or the Seller (and setting forth in reasonable detail the applicable representations basis for such Purchaser Indemnitee’s belief that such an inaccuracy or breach may exist) and warranties asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive with respect to the end of the Escrow Period until such claim)time as such claim is fully and finally resolved. The All of the covenants, agreements and obligations of the parties under contained in this Agreement shall survive (A) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Purchaser shall survive the Closing in accordance with their respective termsand shall expire at 11:59 p.m. Eastern Time on the final day of the Escrow Period.

Survival of Representations, Etc. All of Subject to Sections 9.1(b) and 9.1(e), the representations and warranties made by each party in this Agreement, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of Company (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) including the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof 2 and (iii) the representations and warranties set forth in Section 3.18 (Tax Mattersthe Company Closing Certificate) shall survive until ninety (90) days following the expiration Closing and shall expire on the first anniversary of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expiredClosing Date; provided, however, that if, at any time prior to the termination first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties provided herein made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall not affect survive the rights first anniversary of a party in respect of any indemnification claim so long the Closing until such time as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (is fully and the applicable finally resolved. The representations and warranties shall survive with respect to such claim). The covenants, agreements made by Parent and obligations of the parties under this Agreement Merger Sub in Section 3 shall survive the Closing and shall expire on the first anniversary of the Closing Date. Notwithstanding anything to the contrary contained in Section 9.1(a), the Specified Representations shall survive the Closing and shall expire on the later of (i) the one year anniversary of the Closing Date and (ii) the date that any portion of the last to be paid of any amounts payable by Parent pursuant to Sections 1.8 and 5.4(b) becomes due in accordance with Sections 1.8 and 5.4(b); provided, however, that if, at any time prior to such expiration date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. The representations and warranties made by the Company, and the covenants and obligations of each of the Acquired Corporations, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their respective termsRepresentatives. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement. Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party the Company in this Agreement, the Ancillary Agreements, Company Disclosure Schedule or in any attachment, exhibit, the Disclosure Schedules, other certificate, document schedule or list instrument delivered by any such party pursuant hereto or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing for a period and shall expire at 11:59 p.m. Pacific Time on the final day of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereofEscrow Period; provided, however, that (i) the representations and warranties of the Company set forth in Sections 3.1 Section 2.5 (Organization of the Sellers), 3.2 (Authorization), 3.8(aCapitalization) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokersthe “Company Special Representations”) shall survive indefinitely, until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the expiration of the representations and warranties, any Indemnified Party delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties (and setting forth in reasonable detail the basis for such Indemnified Party’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 8.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 3.13 (Intellectual Property) 2 and the representations set forth in the Company Compliance Certificate), shall survive for a in no way limit the survival period of thirty (30) months following the date hereof and (iii) the such representations and warranties set forth in the prior sentence of this Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely8.1(a). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (and the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under this Agreement shall survive the Closing in accordance with their respective terms.

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party in this Agreement, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 Company (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) including the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof 2 and (iii) the representations and warranties set forth in Section 3.18 (Tax Mattersthe Closing Certificate) shall survive until ninety (90) days following the expiration Closing and shall expire on the first anniversary of the applicable statute of limitations Closing Date (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely"Expiration Date"). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that if, at any time prior to the termination Expiration Date, any Parent Indemnitee delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties provided herein made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall not affect survive the rights of a party in respect of any indemnification claim so long Expiration Date until such time as such party gives written notice to claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub shall terminate and expire on the applicable indemnifying party Expiration Date, and any liability of Parent or Merger Sub with respect to such claim prior to the expiration of the applicable survival period provided for herein (and the applicable representations and warranties shall survive with respect thereupon cease; provided, however, that if prior to such claim). The covenantsthe Expiration Date, agreements and obligations the Shareholders' Agent delivers to Parent a written notice alleging the existence of an inaccuracy in or breach of any of the parties representations made by Parent (and setting forth in reasonable detail the basis for the Shareholders' Agent's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under this Agreement Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Closing in accordance with their respective termsExpiration Date until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. All (a) The representations and warranties made by the Selling Stockholders in this Agreement, the Selling Stockholders Compliance Certificate or in any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive the Closing and shall expire at the end of the Escrow Period; provided, however, that if at any time prior to the end of the Escrow Period, any Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by each party the Selling Stockholders (and setting forth in this Agreementreasonable detail the basis for such Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Ancillary Agreementsrepresentation or warranty underlying such asserted claim in such notice shall survive the end of the Escrow Period until such time as such claim is fully and finally resolved. All representations and warranties made by the Parent shall survive the Closing until the first anniversary thereof, or at which time all liability of the Parent with respect to such representations and warranties shall thereupon cease. All covenants, agreements and obligations of the parties contained in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto Article 4 shall survive the Closing for a period of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereofone year; provided, however, that (iany covenant underlying a claim asserted pursuant to Section 9.2(a) prior to the representations and warranties set forth in Sections 3.1 (Organization end of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a such one year period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (is fully and the applicable representations and warranties shall survive with respect to such claim)finally resolved. The All other covenants, agreements and obligations of the parties under contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing in accordance with their respective termsparty or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.

Survival of Representations, Etc. All of the representations and warranties made by each any party in this Agreement, the Ancillary Agreements, Agreement or in any attachment, exhibitExhibit, Schedule, the Disclosure Schedules, Schedules or any certificate, document or list delivered by any such party pursuant hereto (but excluding any Stockholder Transmittal Letter, Consent Agreement or Accredited Investor Certification) shall survive the Closing for a period of twelve months following the Closing Date (except that (a) the representations and claims warranties set forth in Sections 3.1 (Organization), 3.2(a) — (c) (Subsidiaries), 3.3(a) — (d) and (f) (Capitalization), 3.4 (Authorization), 3.28 (No Brokers), 4.1 (Organization), 4.2 (Authorization) and 4.7 (No Brokers) shall survive the Closing for a period of three years following the Closing Date, and (b) the representations and warranties set forth in Section 3.22 (Tax Matters) shall survive until 30 days following the expiration of the applicable statute of limitations (including any applicable extensions) with respect to the matters addressed in such sections (such representations and warranties set forth in clauses (a) and (b), collectively, the “Fundamental Representations”)). Claims based upon or arising out of any such representations and warranties may be asserted at any time before the expiration date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely)representations and warranties. The Sellers Company Equityholders shall be entitled to rely upon the representations and warranties of Buyer Parent and Merger Sub set forth in this Agreement Agreement. Parent and Buyer Merger Sub shall be entitled to rely on upon the representations and warranties of the Sellers Company set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination The expiration of the representations and warranties provided herein shall not affect the rights of a an indemnified party in respect of any indemnification claim so long as Claim made by such indemnified party gives written notice to the applicable indemnifying party with respect to such claim that is submitted prior to the expiration of the applicable survival period provided for herein (and herein. All of the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under this Agreement shall to be performed after the Closing will survive the Closing in accordance with their respective terms, subject to any applicable statute of limitations.

Survival of Representations, Etc. All of Subject to Sections 6.1(b) and 6.1(e), the representations and warranties made by each party in this Agreement, the Ancillary Agreements, or in any attachment, exhibit, Company and the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of Selling Shareholders (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) including the representations and warranties set forth in Section 3.13 (Intellectual Property2) shall survive for a period of thirty (30) months following the date hereof Closing and (iii) shall expire on the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration first anniversary of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expiredClosing Date; provided, however, that if, at any time prior to the termination first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties provided herein made by the Company or the Selling Shareholders (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall not affect survive the rights first anniversary of a party in respect of any indemnification claim so long the Closing until such time as such party gives written notice to claim is fully and finally resolved. Notwithstanding the applicable indemnifying party with respect to such claim prior to foregoing, the expiration of the applicable survival period provided for herein (and the applicable representations and warranties made by the Selling Shareholders in Section 3.1 shall survive the Closing for an unlimited period of time. The representations and warranties made by Purchaser in Section 4 shall survive the Closing and shall expire on the first anniversary of the Closing Date. Notwithstanding anything to the contrary contained in Section 6.1(a) (other than the penultimate sentence of Section 6.1(a)), the Specified Representations shall survive the Closing and shall expire on the later of: (i) the one year anniversary of the Closing Date; and (ii) the date that any portion of the last to be paid of any amounts payable by Purchaser pursuant to Sections 1.4 and 5.4(b) becomes due in accordance with respect Sections 1.4 and 5.4(b); provided, however, that if, at any time prior to such claim)expiration date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such Specified Representations (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. The covenantsrepresentations and warranties made by the Selling Shareholders and the Company, agreements and the covenants and obligations of the parties under Company and each of the Selling Shareholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information (other than information contained in this Agreement and in the Disclosure Schedule) furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule with respect to Section 2 of this Agreement shall survive be deemed to be a representation and warranty made by the Closing Company, and each statement or other item of information set forth in accordance the Disclosure Schedule with their respective termsrespect to Section 3 of this Agreement shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreement. Nothing contained in this Section 6.1 or (except as set forth in Section 6.2(h)) elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on fraudulent or intentional misrepresentation by any of the Selling Shareholders or the Company.

Survival of Representations, Etc. All statements contained in -------------------------------- the Disclosure Schedule, the Xxxx of Sale, the Assignment and Assumption Agreement and any certificate or instrument of conveyance required to be delivered by or on behalf of the parties pursuant to this Agreement and relied upon by Sellers' counsel in rendering its opinion required to be delivered pursuant to Section 8.6 hereof shall be deemed to be representations and warranties made by each party in this Agreementthe parties hereunder. The representations and warranties of Sellers, Seiden, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto Xxxxx Entities and Buyer contained herein shall survive the Closing Date, without regard to any investigation made by any of the parties hereto, for a period of eighteen (and claims based upon 18) months, but shall thereafter be of no further force or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereofeffect; provided, however, that that: (ia) the representations and warranties set -------- ------- forth in Section 4.6 hereof shall survive the Closing Date for a period of four months; (b) the representations and warranties set forth in Sections 3.1 (Organization 4.5(a), 4.9, 4.10, 4.16, 4.17, 4.19, 4.20, 4.21, 4.24 and 4.26 hereof shall survive the Closing Date until the expiration of the Sellersapplicable statutes of limitations (and any extensions thereof), 3.2 and (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (iic) the representations and warranties set forth contained in Section 3.13 (Intellectual Property) Sections 4.1, 4.2 and 4.3 hereof shall survive for a period of thirty (30) months following the date hereof Closing Date and (iii) the representations continue in full force and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the effect forever. The termination or expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the any representations and or warranties of Buyer set forth in or indemnification obligations under this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein Article 11 shall not affect the rights of a party any written claims made in respect of good faith by any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect Indemnified Person hereunder prior to such claim prior to the expiration of the applicable survival period provided for herein (or termination. All covenants and the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under contained in this Agreement shall survive the Closing in accordance with their respective termsDate. Each party will have liability to the other arising out of a breach of a representation or warranty for which indemnification is provided hereunder only if the party claiming that such breach of representation or warranty occurred delivers to the other party written notice and an explanation of the facts and circumstances giving rise to the claim of breach of representation or warranty as and to the extent then known to such party, including the Section hereof involved and the basis for such claimed breach of representation or warranty, within the applicable survival period set forth herein.

Survival of Representations, Etc. All of the representations, warranties, covenants and indemnities set forth in this Agreement or in any certificate, document or other instrument delivered in connection with this Agreement or contemplated by this Agreement shall survive the Closing indefinitely, except that (i) other than those expressly given longer survival periods in this Section 9.1, the representations and warranties made by each party in this Agreement, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of (Seller and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties Buyer set forth in Sections 3.1 (Organization this Agreement shall survive until the one-year anniversary of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitelyClosing Date, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties Seller set forth in Section 3.18 (Tax MattersTaxes) shall survive the Closing only until ninety (90) days following the expiration of the applicable statute of limitations for assessments plus thirty (with extensions30) with respect days, giving effect to the matters addressed in any waiver, mitigation or extension of such Section period, (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon iii) the representations and warranties of Buyer Seller set forth in this Agreement and Buyer Section 3.2 (Capitalization of the Company) shall survive indefinitely, (iv) the covenants of the parties to be entitled performed prior to rely on the Closing shall survive until the one-year anniversary of the Closing, (v) the covenants of the parties to be performed following the Closing for a period of time expressly set forth therein shall survive the Closing only until the expiration of such period plus thirty (30) days, (vi) the representations and warranties of the Sellers Seller set forth in this Agreement. No claim for recovery Section 3.15 (Environmental) shall survive the Closing only until the three-year anniversary of Damages incurred the Closing, (vii) the indemnity set forth in connection witheach of Sections 9.2(a)(iv)-(ix) shall survive the Closing only until the expiration of the applicable statute of limitations, arising out of, resulting from or incident giving effect to any breach waiver, mitigation or extension of such period and the indemnity set forth in Section 9.2(a)(x) shall survive until the one-year anniversary of the Closing. The expiration of any representation representation, warranty, covenant or warranty indemnity as provided in this Section 9.1 shall preclude any indemnity with respect thereof under this Article IX from and after the time such representation, warranty, covenant or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty indemnity shall have expired; provided, however, that the termination expiration of the representations and warranties provided herein any representation, warranty, covenant or indemnity shall not affect (A) the rights of a any party in respect of any indemnification such indemnity claim so long therefor as such party gives written to which valid notice to the applicable indemnifying party with respect to such claim thereof has been given under this Article IX prior to the expiration of the applicable survival period provided for herein in this Section 9.1; or (and B) the applicable representations and warranties shall survive rights of such party to indemnity with respect to such claim)Claim under any other provision of Section 9.2(a) or Section 9.3, as the case may be. The covenantselection by any party to consummate the transactions contemplated by this Agreement, agreements and obligations notwithstanding such party's actual knowledge of the parties under inaccuracy of any representation or warranty or the failure of the other party to perform any covenant contained in this Agreement, shall not constitute a waiver by such party of any claim for indemnification arising out of the breach of such representation or warranty or failure to perform such covenant unless, in the case of any breach or failure by Seller, such breach or failure entitled Buyer to terminate this Agreement shall survive the Closing in accordance with their respective termspursuant to Section 8.1(a)(iii)(B), but Buyer elected not to do so.

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party of the Company contained in this Agreement, the Ancillary Agreements, Company Disclosure Schedule or in any attachment, exhibit, the Disclosure Schedulesother document, certificate, document schedule or list instrument delivered by any such party pursuant hereto or executed in connection herewith (including the representations and warranties set forth in Article 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing for a period of (and claims based upon or arising out of such representations and warranties may be asserted shall expire at any time before the date which shall be) twenty-four (24) months following the date hereof11:59 p.m. Pacific Time on […***…]; provided, however, that (i) the representations and warranties of the Company set forth in Sections 3.1 […***…] (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters“Fundamental Representations”) shall survive until ninety (90) days following the expiration of the applicable statute of limitations limitations; and (with extensionsii) with respect to the matters addressed in such Section (orif, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to at any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim time prior to the expiration of the applicable survival period provided for herein Escrow Period, any Indemnitee delivers to the Shareholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations or warranties of the Company (and setting forth in reasonable detail the applicable representations basis for such Indemnitee’s belief that such an inaccuracy or breach may exist) and warranties asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or * 55 *Confidential Treatment Requested breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period with respect to such claim)claim only until such time as such claim is fully and finally resolved. The All of the covenants, agreements and obligations of the parties under contained in this Agreement other than the representations and warranties shall survive (A) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing in accordance with their respective termsparty or parties entitled to such performance or (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the Effective Time.

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party the Company in this Agreement, the Ancillary Agreements, Company Disclosure Schedule or in any attachment, exhibit, the Disclosure Schedulesother document, certificate, document schedule or list instrument delivered by any such party pursuant hereto shall survive the Closing for a period of or executed in connection herewith (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) including the representations and warranties set forth in Section 3.13 (Intellectual Property2 and the representations set forth in the Company Compliance Certificate) shall survive for a period of thirty (30) months following the date hereof Closing and (iii) shall expire at the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration end of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expiredEscrow Period; provided, however, that if, at any time prior to the termination end of the Escrow Period, any Indemnitee delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties provided herein made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall not affect survive the rights end of a party in respect of any indemnification claim so long the Escrow Period until such time as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration is fully and finally resolved. All of the applicable survival period provided for herein (and the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under contained in this Agreement Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing in accordance party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire at the end of the Escrow Period, and any liability of Parent or Merger Sub with their respective termsrespect to such representations and warranties shall thereupon cease.

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party the Company and the Shareholders in this AgreementAgreement and in each of the other agreements, the Ancillary Agreements, certificates and instruments delivered to Parent pursuant to or in any attachment, exhibit, connection with the Disclosure Schedules, certificate, document or list delivered transactions contemplated by any such party pursuant hereto this Agreement shall survive the Closing and shall expire, together with the Parent Indemnitees' (as defined below) right to seek indemnification for a period breaches thereto pursuant to this Article X, on the second anniversary of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; providedClosing Date, however, except that (i) the representations and warranties set forth contained in Sections 3.1 Section 4.14 (Organization relating to Environmental Matters) shall not expire until the fifth anniversary of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitelyClosing Date, (ii) the representations and warranties set forth contained in Section 3.13 Sections 4.12 (Intellectual Propertyrelating to Employee Benefit Plans) and 4.11 (relating to Taxes) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive not expire until ninety (90) days following after the expiration of the applicable relevant statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon expires and the representations and warranties of Buyer set forth contained in this Agreement 4.1 (relating to Organization and Buyer Qualification), 4.2 (relating to Capitalization), 4.4 (relating to Authority; Non-Contravention; Approvals), and 4.17 (relating to Brokers and Finders) shall be entitled to rely on survive indefinitely (as applicable, the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired"Shareholder Expiration Date"); provided, however, that if, at any time prior to the termination applicable Shareholder Expiration Date, any Parent Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties provided herein made by the Company and any Shareholder (and setting forth in reasonable detail the basis for such Parent Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall not affect survive the rights of a party in respect of any indemnification claim so long applicable Shareholder Expiration Date until such time as such party gives written notice claim is fully and finally resolved. The representations and warranties made by Parent and Subsidiary survive the Closing and shall expire, together with the Shareholder Indemnitees' right to seek indemnification for breaches thereto pursuant to this Article X, on the second anniversary of the Closing Date, except that the representations and warranties contained in Section 5.1 (relating to Organization) and 5.2 (relating to Authority) shall survive indefinitely (as applicable, the "Parent Expiration Date"); provided, however, that if, at any time prior to the applicable indemnifying party with respect Parent Expiration Date, any Shareholder Indemnitee (acting in good faith) delivers to such claim prior to Parent a written notice alleging the expiration existence of any inaccuracy in or breach of any of the applicable survival period provided for herein (and the applicable representations and warranties shall survive with respect to made by Parent and Subsidiary (and setting forth in reasonable detail the basis for such claim). The covenantsShareholder Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.4 based on such alleged inaccuracy or breach, agreements and obligations of then the parties under this Agreement claim asserted in such notice shall survive the Closing in accordance with their respective termsapplicable Parent Expiration Date until such time as such claim is fully and finally resolved.

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

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party the Company in this Agreement, the Ancillary Agreements, Company Compliance Certificate or in any attachment, exhibit, the Disclosure Schedulesother document, certificate, document schedule or list instrument delivered by any such party pursuant hereto or executed in connection herewith shall survive the Closing for a period and shall expire at the end of (and claims based upon or arising out of such representations and warranties may be asserted at any time before 18 months after the date which shall be) twenty-four (24) months following the date hereofClosing Date; provided, however, that (i) the representations and warranties set forth contained in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) Section 2.3 shall survive the Closing indefinitely, (ii) the representations and warranties set forth contained in Section 3.13 (Intellectual Property) 2.6, Section 2.9, Section 2.14, Section 2.15, Section 2.16, Section 2.19 and Section 2.24 shall survive for a period the Closing until the expiration of thirty (30) months following the date hereof relevant statute of limitations, and (iii) if, at any time prior to the end of 18 months after the Closing Date, any Indemnitee delivers to the Company a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set made by the Company (and setting forth in reasonable detail the basis for such Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 3.18 (Tax Matters) 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive until ninety (90) days following the expiration such time as such claim is fully and finally resolved. All representations and warranties made by Investor shall terminate and expire as of the applicable statute end of limitations (with extensions) 18 months after the Closing Date, and any liability of Investor with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expiredthereupon cease; provided, however, that the termination of the representations and warranties provided herein contained in Section 3.5 shall not affect survive the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to Closing until the expiration of the applicable survival period provided for herein (and relevant statute of limitations. All of the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non- compliance with such covenants, agreements or obligations is waived in writing by the Closing in accordance with their respective termsparty or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.

Survival of Representations, Etc. All of (a) Subject to Section 9.1(c), the representations and warranties made by each party the Company and the Selling Holders in this Agreement, Agreement (including the Ancillary Agreements, or representations and warranties set forth in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto Closing Certificate) shall survive the Closing and all claims for a period indemnification in [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of (and claims based upon or arising out the Securities Exchange Act of such representations and warranties may 1934, as amended. connection therewith shall be asserted at any time before the date which shall be) twenty-four (24) months not later than, [****] following the date hereofClosing Date; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination each of the representations and warranties provided herein contained in [****] shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration later than, [****], (ii) each of the applicable survival period provided for herein (and the applicable representations and warranties contained in [****], shall survive with respect the Closing without limitation as to such claim)time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, (iii) each of the representations and warranties contained in [****] shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than the later of [****], and (iv) each of the representations and warranties contained in [****] shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, the date the last Contingent Payment is made. The covenants, agreements representations and obligations of warranties made by the parties under Purchaser in this Agreement shall survive the Closing until, and all claims in connection therewith shall be asserted not later than, [****] following the Closing Date. The covenants and agreements of the parties hereunder to be performed at or prior to the Closing shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than [****] following the Closing Date. The covenants and agreements of the parties hereunder to be performed following the Closing shall survive until, and all claims for indemnification in connection therewith shall be asserted not later than [****]. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder (a “Claim Notice”) and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with their respective termsthe terms hereof.

Survival of Representations, Etc. All of the The representations and warranties made by each party the Company, Parent and Merger Sub in this Agreement, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto Agreement shall survive the Closing for a period of until 11:59 pm (and claims based upon or arising out of such representations and warranties may be asserted at any time before Pacific time) on the date which shall be) twenty-four that is twelve (2412) months following the date hereofClosing Date (the “Expiration Date”); provided, however, that that: (ia) the representations and warranties set forth in Sections 3.1 Fundamental Representations (Organization of other than the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No BrokersTax Representations) shall survive indefinitely, the Closing until 11:59 pm (iiPacific time) on the third anniversary of the Closing Date; and (b) the representations and warranties set forth in Section 3.13 2.12 of this Agreement (Intellectual Propertythe “Tax Representations”) shall survive for a period of thirty the Closing until 11:59 pm (30Pacific time) months following on the date hereof and that is sixty (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (9060) days following after the expiration of the applicable statute of limitations (with extensionsgiving effect to any waiver, mitigation or extension thereof) with respect applicable to the matters addressed in subject matter of such Section (or, in the absence of an applicable statute of limitation, indefinitely)representation or warranty. The Sellers covenants and agreements that are to be performed in full prior to the Closing shall be entitled to rely upon survive the representations Closing until 11:59 pm (Pacific time) on the Expiration Date. The covenants and warranties of Buyer set forth agreements contained in this Agreement and Buyer that are required to be performed in whole or in part after the Closing shall be entitled survive the Closing until fully performed in accordance with their respective terms. Notwithstanding the foregoing or anything to rely on the representations and warranties of the Sellers set forth contrary in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by if an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim is made prior to the expiration of the applicable survival period provided for herein (and by any Indemnitee delivering a Claim Notice to the applicable representations and warranties shall survive Securityholders’ Agent, or by the Securityholders’ Agent, on behalf of any Effective Time Holder, delivering a Claim Notice to Parent, as the case may be, in accordance with respect to this Agreement, then in each case the claim asserted in such claim). The covenants, agreements and obligations of the parties under this Agreement Claim Notice shall survive the Closing in accordance with their respective termsExpiration Date until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. All of the (a) The representations and warranties made by each party the Company in this Agreement, the Ancillary Agreements, Company Disclosure Schedule or in any attachment, exhibit, the Disclosure Schedulesother document, certificate, document schedule or list instrument delivered by any such party pursuant hereto or executed in connection herewith (including the representations and warranties set forth in Article 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing for a period and shall expire at 11:59 p.m. Pacific Time on the final day of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereofEscrow Period; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties Company set forth in Section 3.13 2.16 (Intellectual PropertyTax Matters), Section 2.17 (Employee and Labor Matters; Benefit Plans) and Section 2.18 (Environmental Matters) (collectively, the “Company Special Representations”) shall survive for a period of thirty (30) months following the date hereof applicable statutory limitations period; and (iiiii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (orif, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to at any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim time prior to the expiration of the applicable survival period provided for herein (representations and warranties, any Indemnitee delivers to the applicable Stockholders’ Representatives a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Period solely for the purpose of resolving such claim (and, for certainty, such representation or warranty underlying the claim shall not survive for purposes of any other claim arising after the expiry of the Escrow Period relating thereto and, in accordance with respect the Escrow Agreement, shall not survive for purposes of supporting any claim for any amount in excess of the Contested Amount (as such term is defined in the Escrow Agreement) relating to such claim)claim withheld by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement) until such time as such claim is fully and finally resolved. The All of the covenants, agreements and obligations of the parties under contained in this Agreement Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (A) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing in accordance with their respective termsparty or parties entitled to such performance; or (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. All representations and warranties made by Parent and Merger Sub shall terminate and expire upon delivery of all consideration payable hereunder by Parent to the holders of Company securities or the Escrow Agent, as applicable.

Survival of Representations, Etc. All of (a) Subject to Sections 9.1(b) and 9.1(d), the representations and warranties made by each party in this Agreement, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of Acquired Companies (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) including the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof 2 and (iii) the representations and warranties set forth in Section 3.18 (Tax Mattersthe Company Closing Certificate) shall survive until ninety (90) days the Closing and shall expire 15 months following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expiredClosing Date; provided, however, that if, at any time prior to the termination 15 months following the Closing Date, any Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties provided herein made by the Acquired Companies (and setting forth in reasonable detail the basis for such Indemnitee’s belief that such an inaccuracy or breach exists and if then known the amount and method of calculation of Damages) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the fifteen month anniversary of the Closing (but only for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved, and not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to any claims which may be made after the expiration date) until such time as such claim prior to the expiration of the applicable survival period provided for herein (is fully and the applicable finally resolved. The representations and warranties made by Parent and Merger Sub in Section 3 shall survive with respect to such claim)expire on the Closing Date; provided, that, nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy existing at law or in equity or by statute, or otherwise and conferred upon holders of Parent Common Stock. The covenantsagreements, agreements covenants and other obligations of the parties under this Agreement hereto shall survive the Closing and the Effective Time in accordance with their respective terms.

Survival of Representations, Etc. All (a) The representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule and the Compliance Certificate shall survive the Closing and expire on the date that is fifteen months after the Closing Date; provided, however, that if, at any time prior to the end of the Escrow Claim Period, any Parent Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by each party the Company for which the Escrow Claim Period has not expired (and setting forth in this Agreementreasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Ancillary Agreements, representation or warranty underlying the claim asserted in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto notice shall survive the Closing for a period of (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization end of the Sellers), 3.2 (Authorization), 3.8(a) (Title Escrow Claim Period until such time as such claim is fully and finally resolved and for the sole purpose of remaining in effect in order to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) permit such claim to be fully and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration finally resolved. All of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (and the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. Nothing contained in accordance with their respective termsthis Section 10.1 or elsewhere in the Agreement shall limited any rights or remedy of any Parent Indemnitee for claims based on fraud or intentional misrepresentation.

Survival of Representations, Etc. All (a) The representations and warranties made by the Company, the Designated Shareholders and the Non-Designated Shareholders in this Agreement and the other Transaction Agreements and the representations and warranties set forth in the Designated Shareholders' Closing Certificates (as defined in the Reorganization Agreement), the Non-Designated Shareholder's Certificates and the Company Shareholder's Certificate (as defined in the Escrow Agreement) shall survive the Closing and shall expire on the second anniversary of the Closing Date (the "Termination Date"); provided, however, that if, at any time prior to the Termination Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by each party the Company, any of the Designated Shareholders or any of the Non-Designated Shareholders or set forth in this Agreementthe Company Closing Certificate, the Ancillary Agreements, or in any attachment, exhibitDesignated Shareholders' Closing Certificates, the Disclosure SchedulesNon-Designated Shareholder's Certificates or the Company Shareholder's Certificate (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 4.2 based on such alleged inaccuracy or breach, certificate, document or list delivered by any then the claim asserted in such party pursuant hereto notice shall survive the Closing for a period Termination Date, until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of (the Effective Time, and claims based upon any liability of Parent or arising out of Merger Sub with respect to such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (and the applicable representations and warranties shall survive with respect to such claim). The covenants, agreements and obligations of the parties under this Agreement shall survive the Closing in accordance with their respective termsthereupon cease.

Survival of Representations, Etc. All (a) The representations and warranties made by the Company in this Agreement (including the Company Disclosure Schedule), the Company Compliance Certificate or in the certificates provided pursuant to Sections 7.5(v), 7.5(vi) or 7.5(viii) shall survive the Closing and expire at the termination of the Escrow Claim Period; provided, however, that (A) if, at any time prior to the end of the Escrow Claim Period, any Parent Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by each party the Company for which the Escrow Claim Period has not expired (and setting forth in this Agreementreasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist and a good faith estimate of its indemnifiable Damages in respect of such claim) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Ancillary Agreements, representation or warranty underlying the claim asserted in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto notice shall survive the Closing end of the Escrow Claim Period until such time as such claim is fully and finally resolved and for a period the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved; (and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (iB) the representations and warranties set forth in Sections 3.1 Section 3.3 (Organization of the Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (AuthorizationCapitalization) and 4.5 (No Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.13 3.9 (Intellectual Property) shall survive for a period until the later of thirty (30) months following the date hereof end of the Escrow Claim Period or the final Milestone Merger Consideration Payment Date, if any; and (iiiC) the representations and warranties set forth in Section 3.18 3.14 (Tax Matters) shall survive until ninety (90) days following the expiration of for a period equal to the applicable statute of limitations and any extensions thereof plus thirty (30) days (with extensions) with respect to the matters addressed in such Section (orunderstanding by all the parties hereto that if, in the absence of an applicable statute of limitation, indefinitely). The Sellers shall be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the representations and warranties of the Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to at any breach of any representation or warranty or the inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that the termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any indemnification claim so long as such party gives written notice to the applicable indemnifying party with respect to such claim time prior to the expiration of the applicable survival period provided for herein (and the applicable representations and warranties in Section 3.14 (Tax Matters), any Parent Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company in Section 3.14 (Tax Matters) for which the representations and warranties in Section 3.14 (Tax Matters) have not expired (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist and a good faith estimate of its indemnifiable Damages in respect of such claim) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive with respect the expiration of the representations and warranties in Section 3.14 (Tax Matters) until such time as such claim is fully and finally resolved and for the sole purpose of remaining in effect in order to permit such claimclaim to be fully and finally resolved). The All representations and warranties made by Parent and Merger Sub shall survive the Closing and expire at the termination of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties under contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing in accordance with their respective termsparty or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.