Common use of Survival and Time Limitations Clause in Contracts

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject to the following sentence. Notwithstanding the foregoing, Orgenesis Parent will have no liability with respect to any claim under Section 6.1(a)(i) unless Investor notifies Orgenesis Parent of such a claim on or before the date that is eighteen (18) months after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9 (Legal Compliance) may be made at any time until the date that is three (3) years after the Closing Date, (b) any claim relating to any representation made in Sections 2.1(c) (Brokers’ Fees), 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after the Closing Date and, (c) any claim relating to any representation made in Sections 2.1(a) (Authorization of Transaction), 2.1(d) (Company Securities), 2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1 (Organization, Qualification, and Power), 3.2 (Authorization of Transaction), and 3.3 (Capitalization and Subsidiaries) may be made at any time without limitation (collectively, the representations and warranties described in clauses (a), (b) and (c) are referred to as the “Excluded Representations”) and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent notifies Investor of such a claim on or before the General Survival Date. Notwithstanding anything to the contrary contained herein, if Investor or Orgenesis Parent, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.

Survival and Time Limitations. All representations, warranties, covenants covenants, obligations and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, obligations and agreements will not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing indefinitely subject Date, with respect to the following sentenceaccuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. Notwithstanding If the foregoingClosing occurs, Orgenesis Parent Sellers will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Investor Buyer notifies Orgenesis Parent Seller Representative of such a claim on or before the date that is eighteen twenty-four (1824) months after of the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9 3.9(b) through 3.9(f) (Legal Compliance), Section 3.10 (Tax Matters), Section 3.16 (Employees), Section 3.17 (Employee Benefits), and Section 3.21 (Certain Business Relationships with the Company) may be made at any time until sixty (60) days following the date that is three (3) years after expiration of the Closing Date, applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in Sections Section 2.1(a) (Organization, Qualification, and Power), Section 2.1(b) (Authorization of Contemplated Transactions), Section 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after the Closing Date and, (c) any claim relating to any representation made in Sections 2.1(aSection 2.1(e) (Authorization of Transaction), 2.1(d) (Company Target Securities), Section 2.1(f) (ReorganizationAncillary Agreements), Section 2.1(g) (SubsidiariesU.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of TransactionContemplated Transactions), and Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contravention), and Section 3.5 (Brokers’ Fees) may be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a), (b) and (cb) are referred to as the “Excluded Fundamental Representations”) and (dc) any claim related arising from fraud or willful misconduct, the items referenced in Schedule 6.1(a)(v), or the Taxes for which Sellers are liable pursuant to intentional or fraudulent breaches of the representations and warranties Section 7.1 may be made at any time without limitation. Investor If the Closing occurs, Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent Seller Representative notifies Investor Buyer of such a claim on or before the General Survival date that is twenty-four (24) months from the Closing Date; provided, however, that any claim relating to any representation made in Section 2.2(a) (Organization of Buyer), Section 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non- contravention), and Section 2.2(d) (Brokers’ Fees) or arising from fraud or willful misconduct may be made at any time without any time limitation. Notwithstanding anything to the contrary contained herein, if Investor If Buyer or Orgenesis ParentSeller Representative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.

Survival and Time Limitations. All representations, warranties, covenants covenants, obligations and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, obligations and agreements will not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing indefinitely subject Date, with respect to the following sentenceaccuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. Notwithstanding If the foregoingClosing occurs, Orgenesis Parent Sellers will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Investor Buyer notifies Orgenesis Parent Seller Representative of such a claim on or before the date that is eighteen twenty-four (1824) months after of the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9 3.9(b) through 3.9(f) (Legal Compliance), Section 3.10 (Tax Matters), Section 3.16 (Employees), Section 3.17 (Employee Benefits), and Section 3.21 (Certain Business Relationships with the Company) may be made at any time until sixty (60) days following the date that is three (3) years after expiration of the Closing Date, applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in Sections Section 2.1(a) (Organization, Qualification, and Power), Section 2.1(b) (Authorization of Contemplated Transactions), Section 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after the Closing Date and, (c) any claim relating to any representation made in Sections 2.1(aSection 2.1(e) (Authorization of Transaction), 2.1(d) (Company Target Securities), Section 2.1(f) (ReorganizationAncillary Agreements), Section 2.1(g) (SubsidiariesU.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of TransactionContemplated Transactions), and Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contravention), and Section 3.5 (Brokers’ Fees) may be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a), (b) and (cb) are referred to as the “Excluded Fundamental Representations”) and (dc) any claim related arising from fraud or willful misconduct, the items referenced in Schedule 6.1(a)(v), or the Taxes for which Sellers are liable pursuant to intentional or fraudulent breaches of the representations and warranties Section 7.1 may be made at any time without limitation. Investor If the Closing occurs, Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent Seller Representative notifies Investor Buyer of such a claim on or before the General Survival date that is twenty-four (24) months from the Closing Date; provided, however, that any claim relating to any representation made in Section 2.2(a) (Organization of Buyer), Section 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non- contravention), and Section 2.2(d) (Brokers’ Fees) or arising from fraud or willful misconduct may be made at any time without any time limitation. Notwithstanding anything to the contrary contained herein, if Investor If Buyer or Orgenesis ParentSeller Representative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.. Exhibit 2.1

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject indefinitely. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the following sentenceaccuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, Orgenesis Parent Participating Equityholders will have no liability with respect to any claim under Section 6.1(a)(i8.1(a)(i) unless Investor Buyer notifies Orgenesis Parent the Representative of such a claim on or before the date that is eighteen fourteen (1814) months after from the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9 3.10 (Legal ComplianceTax Matters) may be made at any time until the date that is three thirty (330) years days after the Closing Dateexpiration of the applicable Tax statute or period of limitations, (b) any claim relating to any representation made in Sections 2.1(c) (Brokers’ Fees), 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after the Closing Date and, (c) any claim relating to any representation made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1 (Organization, Qualification, and Power), 3.2 (Authorization of Transaction), and 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) and the first sentence of 3.6 (Assets) may be made at any time without limitation (collectively, the representations and warranties described in clauses (a), (b) and (cb) are referred to as the “Company Excluded Representations”) and (dc) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent the Representative notifies Investor Buyer of such a claim on or before the General Survival Datedate that is fourteen (14) months from the date hereof; provided, however, that any claim relating to any representation made in Sections 2.2(b) (Authorization of Transaction), 2.2(d) (Brokers’ Fees), and 2.2(g) (Sufficiency of Funds) (collectively, the “Buyer Excluded Representations”) may be made at any time without any time limitation. Notwithstanding anything to the contrary contained herein, if Investor Buyer or Orgenesis Parentthe Representative, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject Closing. The right to indemnification, payment of any losses or Adverse Consequences or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, with respect to the following sentenceaccuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, Orgenesis Parent No Seller will have no any liability with respect to any claim under Section 6.1(a)(i6.1(a) or Section 6.1(d)(i) unless Investor Buyer notifies Orgenesis Parent the Seller Representative of such a claim on or before the date that is eighteen (18) months after 15 month anniversary of the Closing Date (the “General Survival Non-Fundamental Limitation Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9 (Legal Compliance) may be made at any time until the date that is three (3) years after the Closing Date, (b) any claim relating to any representation made in Sections 2.1(c) (Brokers’ Fees), 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after the Closing Date and, (c) any claim relating to any representation made in Sections 2.1(a) 2.1 (Authorization of Transaction), 2.1(d) ; 2.2 (Title to the Company SecuritiesShares), 2.1(f) ; 2.3 (ReorganizationNon-Contravention), 2.1(g) ; 2.5 (SubsidiariesAffiliate Relationships), ; 3.1 (Organization, Qualification, and Power), ; 3.2 (Authorization of TransactionCapitalization), and ; 3.3 (Capitalization and Subsidiaries); 3.4 (Non-Contravention); 3.5 (Brokers’ Fees); 3.9 (Legal Compliance); 3.10 (Taxes); 3.16 (Employees); 3.17 (Employee Benefits); 3.18(b) may be made at any time without limitation (PPP Matters) or 3.20 (Affiliate Relationships) (collectively, the representations and warranties described in clauses this clause (a), (b) and (c) are referred to as the “Excluded Representations”) may be made at any time until 60 days after the expiration of the applicable statute or period of limitations with respect to the liabilities in question (the “SOL Limitation Date” and, the SOL Limitation Date and the Non-Fundamental Limitation Date, may each be referred to herein as a “Limitation Date”), and (db) any claim related to intentional or fraudulent breaches of the representations and warranties Fraud may be made at any time without limitation. Investor Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent the Seller Representative notifies Investor Buyer of such a claim on or before the General Survival Non-Fundamental Limitation Date; provided, however, that any claim relating to any representation made in Sections 4.1 (Organization of Buyer), 4.2 (Authorization of Transaction), or 4.3 (Non-Contravention) may be made at any time without any time limitation. Notwithstanding anything to The covenants set forth herein shall survive in accordance with their terms, and if no term is provided, until the contrary contained herein, if Investor full performance thereof. If Buyer or Orgenesis Parentthe Seller Representative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties Purchaser and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject to in accordance with the following sentenceterms of this Section 8.3. Notwithstanding the foregoing, Orgenesis Parent The Sellers will have no liability Liability with respect to any claim under for Losses for any breach of any representation or warranty in this Agreement or for any Losses related to the matters described in Section 6.1(a)(i) 8.1(f), unless Investor the Purchaser notifies Orgenesis Parent the Sellers’ Representative of any such a claim on or before the date that is eighteen (18) 12 months after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim for Losses relating to any representation made in Section 3.9 Sections 3.1 (Legal ComplianceOrganization and Qualification), 3.2 (Authority, Due Execution and Binding Effect), 3.3 (No Violation; Consents and Approvals; No Conflict), 3.4 (Ownership; No Liens); 3.6 (Brokers), 4.1 (Incorporation, Organization and Qualification; Capitalization; Authority, Due Execution and Binding Effect), 4.2 (No Violation; Consents and Approvals; No Conflict), 4.3 (Ownership; No Liens), 4.16 (Taxes), 4.17 (Brokers) and 4.20(a) (Ownership and Sufficiency of Assets) (collectively, the “Fundamental Reps”) may be made at any time until on or before the date that is three (3) years after the six-year anniversary of the Closing Date, (b) any claim for Losses relating to any representation made in Sections 2.1(ccovenant or agreement to be performed or complied with (i) (Brokers’ Fees)prior to the Closing, 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after 12-month anniversary of the Closing Date andor (ii) at or after the Closing, (c) any claim relating to any representation made in Sections 2.1(a) (Authorization of Transaction), 2.1(d) (Company Securities), 2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1 (Organization, Qualification, and Power), 3.2 (Authorization of Transaction), and 3.3 (Capitalization and Subsidiaries) may be made at any time without limitation (collectivelyuntil fully performed, the representations and warranties described in clauses (a), (b) and (c) are referred to as the “Excluded Representations”) and (d) any claim related for Losses relating to any fraud, willful misconduct or intentional or fraudulent breaches of the representations and warranties may misrepresentation be made at any time without any time limitation. Investor The Purchaser will have no liability Liability with respect to any claim for Losses for any breach or inaccuracy 51 of any representation or warranty in this Agreement Agreement, unless Orgenesis Parent the Sellers’ Representative notifies Investor the Purchaser of such a claim on or before the General Survival Date. Notwithstanding anything ; provided, however, that (x) any claim for Losses relating to Sections 5.1 (Organization and Qualification), 5.2 (Authority, Due Execution and Binding Effect), 5.3 (No Violation; Contests and Approvals; No Conflict) and 5.9 (Brokers) may be made at any time on or before the date that is the six-year anniversary of the Closing Date, (y) any claim for Losses relating to any covenant or agreement to be performed or complied with (i) prior to the contrary contained hereinClosing, if Investor may be made at any time until the 12-month anniversary of the Closing Date or Orgenesis Parent(ii) at or after the Closing, may be made at any time until fully performed and (z) any claim for Losses relating to any fraud, willful misconduct or intentional misrepresentation be made at any time without any time limitation. If the Purchaser or the Sellers’ Representative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement for indemnification within the applicable time period set forth abovein this Section 8.3, then liability Liability for such claim will continue until such claim is fully finally resolved. For the avoidance of doubt, nothing contained in this Section 8.3 shall in any way limit or otherwise affect any claim or recovery available to any Purchaser Indemnitee or other insured under the R&W Insurance Policy.

Survival and Time Limitations. All representations(a) Subject to the limitations and other provisions of this Agreement, warranties, covenants all representations and agreements of the Parties warranties in this Agreement or any other certificate or document delivered pursuant to in accordance with this Agreement will shall survive the Closing indefinitely subject to and remain in full force and effect until 11:59 p.m. Eastern Time on the following sentence. Notwithstanding the foregoing, Orgenesis Parent will have no liability with respect to any claim under Section 6.1(a)(i) unless Investor notifies Orgenesis Parent 18-month anniversary of such a claim on or before the date that is eighteen (18) months after the Closing Date (the “General Survival Date”); provided, however, that the representations and warranties in ARTICLE III (a) any claim relating Representations and Warranties Regarding the Seller Affiliated Parties), Section 4.1 (Organization, Qualification and Limited Liability Company Power), Section 4.2 (Capitalization), Section 4.3 (Authority), Section 4.8 (Title to any representation made in and Sufficiency of Assets), Section 3.9 4.14 (Legal Compliance) may be made at any time until the date that is three Tax), Section 4.18 (3) years after the Closing DateEnvironmental), Section 4.20 (b) any claim relating to any representation made in Sections 2.1(c) Employee Benefits), Section 4.27 (No Brokers’ Fees), 3.5 Section 4.31 (Allocation), Section 5.1 (Organization and Authority), and Section 5.4 (No Brokers’ Fees)) (collectively, 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debtthe “Fundamental Representations”) may be made at any time shall survive the Closing until 11:59 p.m. Eastern Time on the date that is seven and a half the later of (7.5i) years after the 6th anniversary of the Closing Date and, or (cii) any claim relating 60 days after the expiration of all applicable statutes or periods of limitations (giving effect to any representation made in Sections 2.1(awaiver, mitigation or extension thereof) (Authorization which, for the avoidance of Transaction)doubt, 2.1(d) (Company Securities), 2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1 (Organization, Qualification, and Power), 3.2 (Authorization does not mean the statute of Transaction), and 3.3 (Capitalization and Subsidiaries) may be made at any time without limitation (collectively, the representations and warranties described in clauses (a), (b) and (c) are referred limitations applicable to as the “Excluded Representations”) and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor will have no liability with respect to any a claim for breach of contract). All covenants and agreements contained herein shall survive the Closing indefinitely. If any breach Buyer Indemnified Party or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent notifies Investor of such a claim on or before the General Survival Date. Notwithstanding anything to the contrary contained herein, if Investor or Orgenesis ParentSeller Indemnified Party, as applicable, provides notice of a claim summarizing the claim in accordance with reasonable detail (based on facts to the terms of this Agreement extent then known) within the applicable time period periods set forth above, then liability such claim, and Liability for such claim claim, will continue until such claim is fully resolved, regardless of whether any Proceedings are instituted prior to the expiration of the applicable period set forth above.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject to the following sentencetwo sentences. Notwithstanding the foregoing, Orgenesis Parent will have no liability with respect to any claim under Section ‎Section 6.1(a)(i) unless Investor notifies Orgenesis Parent of such a claim on or before the date that is eighteen twenty-four (1824) months after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section ‎Section 3.9 (Legal Compliance) may be made at any time until the date that is three (3) years after the Closing Date, (b) any claim relating to any representation made in Sections 2.1(c) (Brokers’ Fees), 3.5 (Brokers’ Fees), 3.6 Section ‎3.6 (Assets), 3.10 (Tax Matters), 3.12 ) and Section ‎3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.57) years after the Closing Date and, and (c) any claim relating to any representation made in Sections ‎Section 2.1(a) (Authorization of Transaction), 2.1(d‎2.1(c) (Brokers’ Fee), ‎2.1(d) (Company Securities), 2.1(f‎2.1(f) (Reorganization), 2.1(g‎2.1(g) (Subsidiaries), 3.1 ‎3.1 (Organization, Qualification, and Power), 3.2 ‎3.2 (Authorization of Transaction), and 3.3 ‎3.3 (Capitalization and Subsidiaries), ‎3.5 (Brokers’ Fees), ‎‎3.10 (Tax Matters) and ‎‎Section 3.18 (Debt) may be made at any time without limitation (collectively, the representations and warranties described in clauses (a‎(a), (b‎(b) and (c‎(c) are referred to as the “Excluded Representations”) and (d) any claim relating to any representation made in ‎Section 3.9 (Legal Compliance) and any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Orgenesis Parent notifies Investor of such a claim on or before the General Survival Date. Notwithstanding anything to the contrary contained herein, if Investor or Orgenesis Parent, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. If the Closing indefinitely subject to occurs, the following sentence. Notwithstanding the foregoing, Orgenesis Parent Seller will have no liability with respect to any claim under Section 6.1(a)(i) unless Investor notifies Orgenesis Parent of such a claim on or before the date that is eighteen (18) months after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9 (Legal Compliance) may be made at any time until the date that is three (3) years after the Closing Date, (b) any claim relating to any representation made in Sections 2.1(c) (Brokers’ Fees), 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after the Closing Date and, (c) any claim relating to any representation made in Sections 2.1(a) (Authorization of Transaction), 2.1(d) (Company Securities), 2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1 (Organization, Qualification, and Power), 3.2 (Authorization of Transaction), and 3.3 (Capitalization and Subsidiaries) may be made at any time without limitation (collectively, the representations and warranties described in clauses (a), (b) and (c) are referred to as the “Excluded Representations”) and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Investor will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless Orgenesis Parent the Buyer notifies Investor the Seller of such a claim on or before the General Survival date fifteen (15) months after the Closing Date; provided, however, that (a) any claim relating to Section 4.18 (environmental) or 4.20 (employee benefits) may be made at any time until the date three years after the Closing Date, (b) any claim relating to Section 4.14 (taxes) or 4.24 (regulatory matters) may be made at any time until the date 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations) and (c) any claim relating to Section 4.1 (organization), 4.3 (authority), 4.4 (conflicts) or 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. Notwithstanding anything If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement or any covenant or agreement in this Agreement to be performed and complied with prior to the contrary contained hereinClosing Date, if Investor unless the Members’ Representative notifies the Buyer of such a claim on or Orgenesis Parentbefore the date fifteen (15) months after the Closing Date; provided, however, that any claim relating to Section 5.1 (organization) 5.2 (capitalization) 5.3 (authority) or 5.4 (conflicts), fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the Members’ Representative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability Liability for such claim will continue until such claim is fully resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties Purchaser and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing indefinitely subject to in accordance with the following sentenceterms of this Section 8.3. Notwithstanding the foregoing, Orgenesis Parent The Sellers will have no liability Liability with respect to any claim under for Losses for any breach of any representation or warranty in this Agreement or for any Losses related to the matters described in Section 6.1(a)(i) 8.1(f), unless Investor the Purchaser notifies Orgenesis Parent the Sellers’ Representative of any such a claim on or before the date that is eighteen (18) 12 months after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim for Losses relating to any representation made in Section 3.9 Sections 3.1 (Legal ComplianceOrganization and Qualification), 3.2 (Authority, Due Execution and Binding Effect), 3.3 (No Violation; Consents and Approvals; No Conflict), 3.4 (Ownership; No Liens); 3.6 (Brokers), 4.1 (Incorporation, Organization and Qualification; Capitalization; Authority, Due Execution and Binding Effect), 4.2 (No Violation; Consents and Approvals; No Conflict), 4.3 (Ownership; No Liens), 4.16 (Taxes), 4.17 (Brokers) and 4.20(a) (Ownership and Sufficiency of Assets) (collectively, the “Fundamental Reps”) may be made at any time until on or before the date that is three (3) years after the six-year anniversary of the Closing Date, (b) any claim for Losses relating to any representation made in Sections 2.1(ccovenant or agreement to be performed or complied with (i) (Brokers’ Fees)prior to the Closing, 3.5 (Brokers’ Fees), 3.6 (Assets), 3.10 (Tax Matters), 3.12 (Intellectual Property), and 3.18 (Debt) may be made at any time until the date that is seven and a half (7.5) years after 12-month anniversary of the Closing Date andor (ii) at or after the Closing, (c) any claim relating to any representation made in Sections 2.1(a) (Authorization of Transaction), 2.1(d) (Company Securities), 2.1(f) (Reorganization), 2.1(g) (Subsidiaries), 3.1 (Organization, Qualification, and Power), 3.2 (Authorization of Transaction), and 3.3 (Capitalization and Subsidiaries) may be made at any time without limitation (collectivelyuntil fully performed, the representations and warranties described in clauses (a), (b) and (c) are referred to as the “Excluded Representations”) and (d) any claim related for Losses relating to any fraud, willful misconduct or intentional or fraudulent breaches of the representations and warranties may misrepresentation be made at any time without any time limitation. Investor The Purchaser will have no liability Liability with respect to any claim for Losses for any breach or inaccuracy of any representation or warranty in this Agreement Agreement, unless Orgenesis Parent the Sellers’ Representative notifies Investor the Purchaser of such a claim on or before the General Survival Date. Notwithstanding anything ; provided, however, that (x) any claim for Losses relating to Sections 5.1 (Organization and Qualification), 5.2 (Authority, Due Execution and Binding Effect), 5.3 (No Violation; Contests and Approvals; No Conflict) and 5.9 (Brokers) may be made at any time on or before the date that is the six-year anniversary of the Closing Date, (y) any claim for Losses relating to any covenant or agreement to be performed or complied with (i) prior to the contrary contained hereinClosing, if Investor may be made at any time until the 12-month anniversary of the Closing Date or Orgenesis Parent(ii) at or after the Closing, may be made at any time until fully performed and (z) any claim for Losses relating to any fraud, willful misconduct or intentional misrepresentation be made at any time without any time limitation. If the Purchaser or the Sellers’ Representative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement for indemnification within the applicable time period set forth abovein this Section 8.3, then liability Liability for such claim will continue until such claim is fully finally resolved. For the avoidance of doubt, nothing contained in this Section 8.3 shall in any way limit or otherwise affect any claim or recovery available to any Purchaser Indemnitee or other insured under the R&W Insurance Policy.