Common use of Effectiveness; Survival Clause in Contracts

Effectiveness; Survival. (a) Each Investor has the right to fully rely upon all representations, warranties and covenants of the Parent and the Company, for which the Parent shall be held responsible (the “Indemnitor”) contained in or made pursuant to this Agreement and in the schedules attached hereto. Unless otherwise set forth in this Agreement, the representations and warranties of the Parent and the Company contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any Investor. (b) The representations and warranties of the Parent contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Sections ‎2.1 (Organization), ‎2.3 (Authorization) and ‎2.5 (No Conflict; Consents), until the expiration of the applicable statute of limitation period; and (2) other than as set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 3.9 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 (Organization), ‎3.2 (Authorization) and ‎3.3 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above, collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (d) In respect to Sections 9.1(b)-(c) above, no limitation shall apply to breach of any representation or warranty which constitutes fraud or willful misrepresentation by the Parent or the Company (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (e) Except for Fraud, neither the Company nor the Parent shall have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (f) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.

Effectiveness; Survival. (a) Each The Investor has the right to fully rely upon all representations, warranties and covenants of the Parent and the Company, for which the Parent Company shall be held responsible (the “Indemnitor”) contained in or made pursuant to this Agreement and in the schedules attached hereto. Unless otherwise set forth in this Agreement, the representations and warranties of the Parent and the Company contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any the Investor. (b) The representations and warranties of the Parent Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 2.11 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎2.1 2.2 (Organization), ‎2.3 2.4 (Authorization) and ‎2.5 2.6 (No Conflict; Consents), until the expiration of the applicable statute of limitation period; and (23) other than as set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 3.9 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 (Organization), ‎3.2 (Authorization) and ‎3.3 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above, collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (d) In respect to Sections 9.1(b)-(cSection 7.1(b) above, no limitation shall apply to breach of any representation or warranty which constitutes fraud or willful misrepresentation by the Parent or the Company (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (ed) Except for Fraud, neither the Company nor the Parent shall have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (fe) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 ‎7.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.

Effectiveness; Survival. (a) Each Investor has the right to fully rely upon all representations, warranties and covenants of the Parent and the Company, for which the Parent Company shall be held responsible (the “Indemnitor”) contained in or made pursuant to this Agreement and in the schedules attached hereto. Unless otherwise set forth in this Agreement, the representations and warranties of the Parent and the Company contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any Investor. (b) The representations and warranties of the Parent Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 2.11 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎2.1 2.2 (Organization), ‎2.3 2.4 (Authorization) and ‎2.5 2.6 (No Conflict; Consents), until the expiration of the applicable statute of limitation period; and (23) other than as set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 3.9 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 (Organization), ‎3.2 (Authorization) and ‎3.3 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above, collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (d) In respect to Sections 9.1(b)-(cSection 7.1(b) above, no limitation shall apply to breach of any representation or warranty which constitutes fraud or willful misrepresentation by the Parent or the Company (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (ed) Except for Fraud, neither the Company nor the Parent shall have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (fe) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 ‎7.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.

Effectiveness; Survival. (a) Each The Investor has the right to fully rely upon all representations, warranties and covenants of the Parent and the Company, for which the Parent Company shall be held responsible (the “Indemnitor”) ), contained in or made pursuant to this Agreement and in the schedules attached hereto. Unless otherwise set forth in this Agreement, the The representations and warranties of the Parent and the Company contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any the Investor. (b) The representations and warranties of the Parent Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 2.11 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎2.1 2.2 (Organization), ‎2.3 2.4 (Authorization) and ‎2.5 2.6 (No Conflict; Consents), until the expiration of the applicable statute of limitation period; and (23) other than as set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 3.9 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 (Organization), ‎3.2 (Authorization) and ‎3.3 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above, collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (d) In respect to Sections 9.1(b)-(cSection 7.1(b) above, no limitation shall apply to breach of any representation or warranty warranty, which constitutes or otherwise involves fraud or willful misrepresentation or breach by the Parent or the Company (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (ed) Except for Fraud, neither the Company nor the Parent shall have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (fe) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 ‎7.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.

Effectiveness; Survival. (a) Each Investor has representation and warranty herein is deemed to be made on the right to fully rely upon all representations, warranties and covenants date of the Parent and the Company, for which the Parent shall be held responsible (the “Indemnitor”) contained in or made pursuant to this Agreement and at each of the Closings and shall survive the Closings and remain in full force and effect upon the earlier of (i) a period of [***] ([***]) months after the Initial Closing Date or (ii) the consummation of a Liquidation Event (as defined in the schedules attached hereto. Unless otherwise set forth in this AgreementAmended Articles, as amended from time to time), provided, however, that the representations and warranties of the Parent and the Company contained set forth in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any Investor. (b) The representations and warranties of the Parent contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Sections ‎2.1 3.1 (Organization), ‎2.3 3.2 (Share Capital), 3.3 (Ownership of Shares), 3.7 (Authorization; Approvals) shall survive and ‎2.5 remain in full force and effect until the earlier of (No Conflict; Consents), until a) the expiration of the applicable statute of limitation period; , or (b) the consummation of a Liquidation Event (the “Claims Period”), and that the representations under Section 3.12 (2Intellectual Property and Other Intangible Assets) other than shall survive the Closings and remain in full force and effect until the earlier of (i) a period of [***] ([***]) months after the Initial Closing Date or (ii) the consummation of a Liquidation Event. For the avoidance of doubt, it is hereby agreed that the provisions of this Section 4.2 shall be deemed to constitute a separate written legally binding agreement among the Company, EVGN and the Purchasers in accordance with the provisions of Section 19 of the Israeli Limitation Law (5718-1958). Except in the case of fraud or intentional misrepresentation as set forth determined by court of competent jurisdiction (whereby in clause (1) abovesuch case, the 24th months anniversary survival period for any representations shall be the lapse of the Closing Date; in each caserespective statute of limitations), the Company and EVGN shall not have any liability, and no claim or claims for indemnification may be made against the Company and/or EVGN, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 3.9 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 (Organization), ‎3.2 (Authorization) and ‎3.3 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above, collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (d) In respect to Sections 9.1(b)-(c) above, no limitation shall apply to breach of any representation or warranty which constitutes fraud or willful misrepresentation by the Parent or the Company (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (e) Except for Fraud, neither the Company nor the Parent shall have any liability with respect to any breach of such representation and warranty, unless a claim Claim Notice (as defined below) is made hereunder prior to the expiration of the applicable Claims Period for such representation and warranty, and to the extent not resolved, Purchaser has initiated a claim with respect thereto in accordance with the provisions of Section 11.2 within [***] ([***]) months following the delivery of the Claims Notice, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (f) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 constitutes a separate written legally binding agreement among the parties hereto resolved in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958herein terms.

Effectiveness; Survival. (a) Each Investor The Investor, the Parent and the Additional Investors (as applicable) have the right to fully rely upon all representations, warranties and covenants of the Company, the Company Subsidiary and the Acquirer contained in or made pursuant to Section 2 of the Agreement and in the schedules attached hereto (except that the Parent may only rely on the representations set forth in Sections 2.1 (Organization), 2.2 (Capitalization), 2.3 (Authorization) and 2.4 (Valid Issuance of Shares)). The Company has the right to fully rely upon all representations, warranties and covenants of the Parent Seller and the Company, for which the Parent shall be held responsible (the “Indemnitor”) Purchased Company contained in or made pursuant to this Section 4 of the Agreement and in the schedules attached heretohereto (each of the Company (with respect to representation and warranties of the Company, Company Subsidiary and the Acquirer) and the Seller (with respect to representations and warranties of the Seller and the Purchased Company) is referred to herein, severally and not jointly, as an “Indemnitor”). Unless otherwise set forth in this Agreement, the representations and warranties of the Parent Company, the Company Subsidiary, the Acquirer, the Seller and the Company Purchased Company, as applicable, contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any Investor, any Additional Investor, the Parent or the Company. (b) The representations and warranties of the Parent Company, the Company Subsidiary, the Acquirer, the Purchased Company and the Seller, as applicable, contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing or any Deferred Closing, as applicable, until the earlier of: (i) immediately prior to the consummation of a Deemed Liquidation or an IPO (as such terms are defined in the Restated Articles), or (ii) (1) in the case of Sections ‎2.1 2.12 and 4.10 (Organization), ‎2.3 (AuthorizationIntellectual Property) and ‎2.5 2.15 and 4.13 (No Conflict; ConsentsTax Matters), until the expiration of the applicable statute of limitation period; and (2) other than as set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 3.9 (Intellectual Property), until the 30th months third anniversary of the Closing Date; (2) in the case of Sections ‎3.1 2.1 and 4.1 (Organization), ‎3.2 2.2 and 4.3 (Capitalization), 2.3 and 4.4 (Authorization) ), 2.4 (Valid Issuance of Shares), 4.2 (Title to Purchase Company Shares), 2.5 and ‎3.3 4.5 (No Conflict; Consents), 2.10 (Title to Transferred Assets) and 4.9 (Title To Purchased Company Transferred Assets; No Liabilities) (the representations and warranties referred to in this clause (2) and in clause b(1) above), collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months second anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (dc) below; (d) In respect to Sections 9.1(b)-(c) above; provided, however, that no limitation shall apply to any breach of any representation or warranty which constitutes fraud or willful misrepresentation by the Parent Company, the Company Subsidiary, the Acquirer, the Seller or the Purchased Company (collectively, “Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (ec) Except for Fraud, neither the Company nor and the Parent Seller shall not have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (fd) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 9.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.

Effectiveness; Survival. (a) Each Investor Save Foods has the right to fully rely upon all representations, warranties and covenants of the Parent Yaaran and the CompanyNewCo (as applicable, for which the Parent shall be held responsible (the “Indemnitor”) contained in or made pursuant to this Agreement and in the schedules attached hereto. Unless otherwise set forth in this Agreement, the representations and warranties of the Parent Yaaran and the Company NewCo contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any InvestorSave Foods. (b) The representations and warranties of the Parent Yaaran and NewCo contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until Closing for a period of twelve (112) in case of Sections ‎2.1 (Organization), ‎2.3 (Authorization) and ‎2.5 (No Conflict; Consents), until the expiration of the applicable statute of limitation period; and (2) other than as set forth in clause (1) above, the 24th months anniversary of following the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closingprovided, until (1) in case of Section 3.9 (Intellectual Property)however, until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 (Organization), ‎3.2 (Authorization) and ‎3.3 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above, collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (d) In respect to Sections 9.1(b)-(c) above, that no limitation shall apply to breach of any representation or warranty which constitutes fraud or willful misrepresentation by Yxxxxx and NewCo (as the Parent or the Company case may be) (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (ec) Except for Fraud, neither the Company nor the Parent Yxxxxx and NewCo shall not have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (fd) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 ‎8.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.

Effectiveness; Survival. (a) Each The Investor has the right to fully rely upon all representations, warranties and covenants of the Parent Company (as applicable, severally and the Companynot jointly, for which the Parent shall be held responsible (the “Indemnitor”) contained in or made pursuant to this Agreement and in the schedules attached hereto. Unless otherwise set forth in this Agreement, the representations and warranties of the Parent and the Company contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of any the Investor. (b) The representations and warranties of the Parent contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Sections ‎2.1 (Organization), ‎2.3 (Authorization) and ‎2.5 (No Conflict; Consents), until the expiration of the applicable statute of limitation period; and (2) other than as set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, Closing until the earlier of: (1) in case of Section 3.9 ‎2.13 (Intellectual Property), until the 30th 36th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 ‎2.1 (Organization), ‎3.2 ‎‎2.2 (Capitalization), ‎2.3 (Authorization), ‎2.4 (Valid Issuance of Shares) and ‎3.3 ‎2.5 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above), collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (dc) below; (d) In respect to Sections 9.1(b)-(c) above; provided, however, that no limitation shall apply to breach of any representation or warranty which constitutes fraud or willful misrepresentation by the Parent or the Company (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”. (ec) Except for Fraud, neither the Company nor the Parent shall not have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (fd) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 7.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.

Effectiveness; Survival. (a) Each Investor has This Agreement shall become effective on the right to fully rely upon date (the "EFFECTIVE DATE") on which all representations, warranties and covenants of the Parent parties hereto shall have signed a counterpart hereof (whether the same or different counterparts) and have delivered the Company, for which same to the Parent shall be held responsible (the “Indemnitor”) contained in or made Administrative Agent pursuant to SECTION 3.1(b) or, in the case of the Lenders, shall have given to the Administrative Agent written or facsimile notice (actually received) that the same has been signed and mailed to the Administrative Agent; PROVIDED, HOWEVER, notwithstanding execution of this Agreement by the Loan Parties and each of the Lenders party hereto and satisfaction (or waiver) of each of the conditions set forth in SECTION 3.1, this Agreement shall not be or become effective and binding upon the parties until executed and accepted by the Administrative Agent in its capacity as such on behalf of the Lenders. (b) All covenants, agreements, representations and warranties made by the Loan Parties herein and in the schedules attached hereto. Unless otherwise set forth certificates or other instruments delivered in this Agreement, the representations and warranties of the Parent and the Company contained in connection with or made pursuant to this Agreement shall in no way be affected considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of the Term Loans, regardless of any investigation made by any investigation such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the subject matter thereof made by time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on behalf any Term Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of SECTIONS 2.13, 2.14, 2.15, and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the Transaction, the repayment of the Term Loans or the termination of this Agreement or any Investor. (b) The provision hereof. All representations and warranties of made herein, in the Parent contained in or made certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closingother Loan Documents, until (1) in case of Sections ‎2.1 (Organization), ‎2.3 (Authorization) and ‎2.5 (No Conflict; Consents), until the expiration making of the applicable statute of limitation period; and (2) other than as set forth in clause (1) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (c) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, until (1) in case of Section 3.9 (Intellectual Property), until the 30th months anniversary of the Closing Date; (2) in case of Sections ‎3.1 (Organization), ‎3.2 (Authorization) and ‎3.3 (No Conflict; Consents) (the representations and warranties referred to in this clause (2) and in clause b(1) above, collectively, the “Fundamental Representations”), until the expiration of the applicable statute of limitation period; and (3) other than as set forth in clause (1) and (2) above, the 24th months anniversary of the Closing Date; in each case, with respect to any theretofore un-asserted claims as set forth in clause (d) below; (d) In respect to Sections 9.1(b)-(c) above, no limitation shall apply to breach of any representation or warranty which constitutes fraud or willful misrepresentation by the Parent or the Company (“Fraud”). The applicable survival period shall be referred to, as applicable, as the “Claims Period”Term Loans. (e) Except for Fraud, neither the Company nor the Parent shall have any liability with respect to any breach of representation and warranty, unless a claim is made hereunder prior to the expiration of the Claims Period for such representation and warranty, in which case such representation and warranty shall survive as to that claim until the claim has been finally resolved. (f) It is the intention of the parties hereto that the Claims Periods supersede any statute of limitations applicable to the representations and warranties, and this Section ‎9.1 constitutes a separate written legally binding agreement among the parties hereto in accordance with the provisions of Section 19 of the Israeli Limitation Law, 1958.