Common use of Survival and Time Limitations Clause in Contracts

Survival and Time Limitations. All representations, warranties, 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 Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, Sellers will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Buyer notifies Seller Representative of such a claim on or before the date that is twenty-four (24) months of the Closing Date; provided, however, that (a) any claim relating to any representation made in Section 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 expiration of the applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in 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), Section 2.1(e) (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), 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) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 may be made at any time without limitation. 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 Seller Representative notifies Buyer of such a claim on or before the 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. If Buyer or Seller Representative, as applicable, provides proper notice of a claim within the applicable time period set forth above, then liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants, obligations covenants 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 Date, with respect indefinitely subject to the accuracy or inaccuracy of or compliance withfollowing sentence. Notwithstanding the foregoing, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, Sellers Orgenesis Parent will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Buyer Investor notifies Seller Representative Orgenesis Parent of such a claim on or before the date that is twenty-four eighteen (2418) months of after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9(b) through 3.9(f) 3.9 (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 the date that is three (603) days following years after the expiration of the applicable statute or period of limitations applicable to such claim and Closing Date, (b) any claim relating to any representation made in Section 2.1(a) (Organization, Qualification, and Power), Section 2.1(b) (Authorization of Contemplated Transactions), Section Sections 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), Section 2.1(e3.5 (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) (Target Authorization of Transaction), 2.1(d) (Company Securities), Section 2.1(f) (Ancillary AgreementsReorganization), Section 2.1(g) (U.S. Securities RegulationSubsidiaries), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated TransactionsTransaction), Section and 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 (bc) are referred to as the “Fundamental Excluded Representations”) and (cd) any claim arising from fraud related to intentional or willful misconduct, fraudulent breaches of the items referenced in Schedule 6.1(a)(v), or the Taxes for which Sellers are liable pursuant to Section 7.1 representations and warranties may be made at any time without limitation. If the Closing occurs, Buyer Investor will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Seller Representative Orgenesis Parent notifies Buyer Investor of such a claim on or before the date that is twenty-four (24) months from General Survival Date. Notwithstanding anything to the Closing Date; providedcontrary contained herein, 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) if Investor or arising from fraud or willful misconduct may be made at any time without any time limitation. If Buyer or Seller RepresentativeOrgenesis Parent, 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, obligations covenants 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 Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, Sellers Seller will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Buyer notifies Seller Representative of such a claim on or before the date that is twenty-four (24) months of the Closing Date; provided, however, that (a) any claim relating to any representation made in Section 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 expiration of the applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in 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), Section 2.1(e) (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), 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) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 may be made at any time without limitation. If the Closing occurs, Buyer 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, unless the Buyer notifies the Seller Representative of such a claim on or before the date eighteen (18) months after the Closing Date; provided, however, that (a) any claim relating to Section 3.17 (environmental) may be made at any time until the date three years after the Closing Date, (b) any claim relating to Section 3.13 (taxes) may be made at any time until the date 30 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 3.1 (organization), 3.3 (authority), 3.4 (conflicts) or 3.7 (title to assets), the certificate delivered pursuant to Section 5.1(b)(vi), 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. 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, unless the Seller notifies the Buyer of such a claim on or before the date that is twenty-four eighteen (2418) months from after the Closing Date; provided, however, that any claim relating to Section 4.8 (taxes) may be made at any representation made in time until the date 30 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations) and any claim relating to Section 2.2(a4.1 (organization) 4.2 (Organization of Buyercapitalization) 4.3 (authority), Section 2.2(b) or 4.4 (Authorization of Contemplated Transactionsconflicts), Section 2.2(c) (Non- contravention), and Section 2.2(d) (Brokers’ Fees) or arising from fraud or willful misconduct 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 Seller Representativethe Seller, as applicable, provides proper notice of a claim within the applicable time period set forth above, then liability Liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants, obligations covenants and agreements of Buyer, Shareholders and Seller Parties in this Agreement or any other certificate or document delivered pursuant to Sections 2.1 or 7.1(a) will survive the Parties Second Closing, subject to the provisions below. All representations, warranties, covenants and agreements of Target (other than covenants of target to be preformed after the Second Closing) in this Agreement or any other certificate or document delivered pursuant to this Agreement will not survive the Second 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 Date, with respect subject to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreementsprovisions below. If the Second Closing occurs, Sellers Seller Parties and Key Shareholders will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Buyer notifies Seller Representative of such a claim on or before the date that is twenty-four (24) months of the Closing Date; provided, however, that (a) any claim relating to any representation made in Section 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 expiration of the applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in 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), Section 2.1(e) (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), 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) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 may be made at any time without limitation. If the Closing occurs, Buyer 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 Second Closing Date, unless Buyer notifies Seller of such a claim on or before the date eighteen (18) months after the Second Closing Date; provided, however, that: (a) any claim relating to Section 4.14 (intellectual property) may be made at any time until the date three years after the Second Closing Date, (b) any claim relating to Section 4.19 (environmental), 4.20 (employees) or 4.21 (employee benefits) may be made at any time until the date four years after the Second Closing Date, (c) any claim relating to any covenant or agreement to be performed or complied with at or after the Second Closing 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 (d) any claim relating to Article III (Shareholders and Seller Parties but except for Section 3.1(c)(ii) and 3.2(c)(iii)) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4(a), (c), (e) or (f) (conflicts) or 4.8 (title to assets), or fraud or willful breach, may be made at any time without any time limitation. If the Second 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 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 Second Closing Date, unless Seller Representative notifies Buyer of such a claim on or before the date that is twenty-four eighteen (2418) months from after the Second Closing Date; provided, however, that (a) any claim relating to any representation covenant or agreement to be performed or complied with at or after the Second Closing may be made in Section 2.2(aat 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 (Organization of Buyer), Section 2.2(bb) (Authorization of Contemplated Transactions), Section 2.2(c) (Non- contravention), and Section 2.2(d) (Brokers’ Fees) or arising from any claim relating to fraud or willful misconduct breach may be made at any time without any time limitation. If Buyer or Seller RepresentativeSeller, as applicable, provides proper notice of a claim within the applicable time period set forth above, then liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants, obligations 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 ClosingClosing in accordance with the terms of this Section 8.3. 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 Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, 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) or Section 6.1(b) 8.1(f), unless Buyer the Purchaser notifies Seller the Sellers’ Representative of any such a claim on or before the date that is twenty-four (24) 12 months of after the Closing Date (the “Survival Date”); provided, however, that (a) any claim for Losses relating to any representation made in Section 3.9(bSections 3.1 (Organization 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) through 3.9(fand 4.20(a) (Legal Compliance)Ownership and Sufficiency of Assets) (collectively, Section 3.10 (Tax Matters), Section 3.16 (Employees), Section 3.17 (Employee Benefits), and Section 3.21 (Certain Business Relationships with the Company“Fundamental Reps”) may be made at any time until sixty (60) days following on or before the expiration date that is the six-year anniversary of the applicable statute or period of limitations applicable to such claim and Closing Date, (b) any claim for Losses relating to any representation covenant or agreement to be performed or complied with (i) prior to the Closing, may be made in Section 2.1(aat any time until the 12-month anniversary of the Closing Date or (ii) (Organizationat or after the Closing, Qualificationmay be made at any time until fully performed, and Power)(c) any claim for Losses relating to any fraud, Section 2.1(b) (Authorization of Contemplated Transactions), Section 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), Section 2.1(e) (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contravention), and Section 3.5 (Brokers’ Fees) may willful misconduct or intentional misrepresentation be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 may be made at any time without limitation. If the Closing occurs, Buyer 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 Seller the Sellers’ Representative notifies Buyer the Purchaser of such a claim on or before the date that is twenty-four (24) months from the Closing Survival Date; 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 representation covenant or agreement to be performed or complied with (i) prior to the Closing, may be made in Section 2.2(aat any time until the 12-month anniversary of the Closing Date or (ii) at or after the Closing, may be made at any time until fully performed and (Organization of Buyer)z) any claim for Losses relating to any fraud, 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 or intentional misrepresentation be made at any time without any time limitation. If Buyer the Purchaser or Seller the Sellers’ Representative, as applicable, provides proper notice of a claim 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 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, warranties, covenants, obligations 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 ClosingClosing in accordance with the terms of this Section 8.3. 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 Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, 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) or Section 6.1(b) 8.1(f), unless Buyer the Purchaser notifies Seller the Sellers’ Representative of any such a claim on or before the date that is twenty-four (24) 12 months of after the Closing Date (the “Survival Date”); provided, however, that (a) any claim for Losses relating to any representation made in Section 3.9(bSections 3.1 (Organization 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) through 3.9(fand 4.20(a) (Legal Compliance)Ownership and Sufficiency of Assets) (collectively, Section 3.10 (Tax Matters), Section 3.16 (Employees), Section 3.17 (Employee Benefits), and Section 3.21 (Certain Business Relationships with the Company“Fundamental Reps”) may be made at any time until sixty (60) days following on or before the expiration date that is the six-year anniversary of the applicable statute or period of limitations applicable to such claim and Closing Date, (b) any claim for Losses relating to any representation covenant or agreement to be performed or complied with (i) prior to the Closing, may be made in Section 2.1(aat any time until the 12-month anniversary of the Closing Date or (ii) (Organizationat or after the Closing, Qualificationmay be made at any time until fully performed, and Power)(c) any claim for Losses relating to any fraud, Section 2.1(b) (Authorization of Contemplated Transactions), Section 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), Section 2.1(e) (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contravention), and Section 3.5 (Brokers’ Fees) may willful misconduct or intentional misrepresentation be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 may be made at any time without limitation. If the Closing occurs, Buyer 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 Seller the Sellers’ Representative notifies Buyer the Purchaser of such a claim on or before the date that is twenty-four (24) months from the Closing Survival Date; 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 representation covenant or agreement to be performed or complied with (i) prior to the Closing, may be made in Section 2.2(aat any time until the 12-month anniversary of the Closing Date or (ii) at or after the Closing, may be made at any time until fully performed and (Organization of Buyer)z) any claim for Losses relating to any fraud, 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 or intentional misrepresentation be made at any time without any time limitation. If Buyer the Purchaser or Seller the Sellers’ Representative, as applicable, provides proper notice of a claim 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 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, obligations 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. The right to indemnification, payment of any losses or other remedy based Closing and remain in full force and effect until 11:59 p.m. Eastern Time 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 Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, Sellers will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Buyer notifies Seller Representative of such a claim on or before the date that is twenty18-four (24) months month anniversary of the Closing Date; provided, however, that the representations and warranties in ARTICLE III (a) any claim relating to any representation made in Section 3.9(b) through 3.9(f) (Legal ComplianceRepresentations and Warranties Regarding the Seller Affiliated Parties), Section 3.10 4.1 (Tax MattersOrganization, Qualification and Limited Liability Company Power), Section 3.16 4.2 (EmployeesCapitalization), Section 3.17 4.3 (Authority), Section 4.8 (Title to and Sufficiency of Assets), Section 4.14 (Tax), Section 4.18 (Environmental), Section 4.20 (Employee Benefits), and Section 3.21 4.27 (Certain Business Relationships with the Company) may be made at any time until sixty (60) days following the expiration of the applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in 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) (No Brokers’ Fees), Section 2.1(e) 4.31 (Target SecuritiesAllocation), Section 2.1(f) 5.1 (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, Organization and Power), Section 3.2 (Authorization of Contemplated Transactions), Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contraventionAuthority), and Section 3.5 5.4 (No Brokers’ Fees) may be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 may be made at any time without limitation. If shall survive 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 Seller Representative notifies Buyer of such a claim until 11:59 p.m. Eastern Time on or before the date that is twenty-four the later of (24i) months from the 6th anniversary of the Closing Date; provided, however, that any claim relating Date or (ii) 60 days after the expiration of all applicable statutes or periods of limitations (giving effect to any representation made in Section 2.2(awaiver, mitigation or extension thereof) (Organization which, for the avoidance of Buyerdoubt, does not mean the statute of limitations applicable to a claim for breach of contract), Section 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(c) (Non- contravention), . All covenants and Section 2.2(d) (Brokers’ Fees) or arising from fraud or willful misconduct may be made at any time without any time limitationagreements contained herein shall survive the Closing indefinitely. If any Buyer Indemnified Party or Seller RepresentativeIndemnified Party, as applicable, provides proper notice of a claim summarizing the claim in reasonable detail (based on facts to the 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 resolved, regardless of whether any Proceedings are instituted prior to the expiration of the applicable period set forth above. (b) Notwithstanding anything to the contrary herein, in the event of any inaccuracy in or breach of a representation or warranty that constitutes or involves Fraud (including any Fraud by or on behalf of the Company, for which Sellers shall be fully responsible), such representation or warranty, and any claims in connection therewith, shall survive the Closing indefinitely.

Survival and Time Limitations. All representations, warranties, covenants, obligations covenants 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 Adverse Consequences or other remedy based on such representations, warranties, covenants, and obligations and agreements will not be affected by any investigation conductedconducted 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 or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreementsor obligation. If the Closing occurs, Sellers No Seller will have no any liability with respect to any claim under Section 6.1(a)(i6.1(a) or Section 6.1(b6.1(d)(i) unless Buyer notifies the Seller Representative of such a claim on or before the date that is twenty-four (24) months 15 month anniversary of the Closing Date (the “Non-Fundamental Limitation Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9(b) through 3.9(f) Sections 2.1 (Authorization of Transaction); 2.2 (Title to the Company Shares); 2.3 (Non-Contravention); 2.5 (Affiliate Relationships); 3.1 (Organization, Qualification, and Power); 3.2 (Capitalization); 3.3 (Subsidiaries); 3.4 (Non-Contravention); 3.5 (Brokers’ Fees); 3.9 (Legal Compliance), Section ; 3.10 (Tax MattersTaxes), Section ; 3.16 (Employees), Section ; 3.17 (Employee Benefits); 3.18(b) (PPP Matters) or 3.20 (Affiliate Relationships) (collectively, the representations and Section 3.21 warranties described in this clause (Certain Business Relationships with a) are referred to as the Company“Excluded Representations”) may be made at any time until sixty (60) 60 days following after the expiration of the applicable statute or period of limitations applicable with respect to such claim 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 (b) any claim relating related to any representation made in 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), Section 2.1(e) (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), 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) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 Fraud may be made at any time without limitation. 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 the Seller Representative notifies Buyer of such a claim on or before the date that is twentyNon-four (24) months from the Closing Fundamental Limitation Date; provided, however, that any claim relating to any representation made in Section 2.2(a) Sections 4.1 (Organization of Buyer), Section 2.2(b) 4.2 (Authorization of Contemplated TransactionsTransaction), Section 2.2(cor 4.3 (Non-Contravention) (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. The covenants set forth herein shall survive in accordance with their terms, and if no term is provided, until the full performance thereof. If Buyer or the Seller Representative, as applicable, provides proper notice of a claim within the applicable time period set forth above, then liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants, obligations covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the ClosingClosing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreements. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations and agreements will not be affected by any investigation conductedconducted 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 or the Closing DateAgreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreementsor obligation. If Notwithstanding the Closing occursforegoing, Sellers will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Buyer notifies Seller Representative of such a claim on or before the date that is twenty-four (24) months of the Closing Date; provided, however, that (a) any claim relating to any representation or warranty made in Section 3.9(b) through 3.9(f) Sections 3.9 (Legal Compliance), Section ) and 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 expiration of the applicable statute or period of limitations applicable to such any claim and brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Section Sections 2.1(a) (Organization, Qualification, and Power), Section 2.1(b) (Authorization of Contemplated TransactionsTransaction), Section 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), Section 2.1(e2.1(d) (Target Company Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated TransactionsTransaction), 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 within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time limitation within three years of Closing (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”) and ), (c) any claim arising from fraud relating to any representation or willful misconductwarranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the items referenced in Schedule 6.1(a)(v), or the Taxes for which Sellers are liable pursuant to Section 7.1 representations and warranties may be made at any time without limitation. 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 Seller the Representative notifies Buyer of such a claim on or before the date that is twenty-four (24) within twelve months from the Closing Dateof Closing; provided, however, that any claim relating to any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated Transactions), Section 2.2(cTransaction) (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. If Notwithstanding anything to the contrary contained herein, if Buyer or Seller the 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 Subject to the terms of this Agreement, all representations, warranties, covenants, obligations and agreements of the Parties in this Agreement Agreement, any Ancillary Agreement, or any other certificate or document delivered pursuant to this Agreement or any Ancillary Agreement will survive the ClosingClosing until the expiration of any applicable statutes of limitation. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations and agreements will not be affected by any investigation conductedconducted 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 or the Closing Date, time with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreementsor obligation. If Notwithstanding the Closing occursforegoing, Sellers the Seller Parties will have no liability with respect to any claim under Section 6.1(a)(i) for any breach or Section 6.1(b) inaccuracy of any representation or warranty in this Agreement unless Buyer notifies Seller Representative of such a claim on or before the date that is twenty-four (24) months last day of the Closing Date[***] period following the Closing; provided, however, that (a) any claim relating to any representation and warranty made in Section 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 expiration of the applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in Section 2.1(a) (Organization, Qualification, and Power), Section 2.1(b) (Authorization of Contemplated TransactionsTransaction), Section 2.1(c2.1(c)(iii)(B) (Non- contraventionNon-contravention of Organizational Documents), Section 2.1(d) (Brokers’ Fees), Section 2.1(e) (Target Company Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities RegulationSeller Securities), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated TransactionsTransaction), Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b3.4(a)(iii)(B) (Non-contraventioncontravention of Organizational Documents), and Section 3.5 (Brokers’ Fees), Section 3.6 (Assets), and Section 3.20 (Certain Business Relationships) (collectively, the “Fundamental Representations”) may be made at any time without limitation, and (b) any time limitation (collectively, claim related to intentional or fraudulent breaches of the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”) and (c) any claim 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 Section 7.1 may be made at any time without limitation. 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 Seller Representative notifies Buyer of such a claim on or before the date that is twenty-four (24) months from last day of the Closing Date[***] period following the Closing; provided, however, that (a) any claim relating to any representation made in Section 2.2(a) (Organization of Buyer), Section 2.2(b) (Authorization of Contemplated TransactionsTransaction), Section 2.2(c2.2(c)(iii)(B) (Non- contraventionNon-contravention of Organizational Documents), and Section 2.2(d) (Brokers’ Fees) or arising from fraud or willful misconduct (collectively, the “Fundamental Buyer Representations”) may be made at any time without limitation, and (b) any claim related to fraud may be made at any time without limitation. If Buyer or Seller Representative, as applicable, provides proper notice of a claim within the applicable time period set forth above, then liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants, obligations covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the ClosingClosing indefinitely. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations and agreements will not be affected by any investigation conductedconducted 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 or the Closing DateAgreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreementsor obligation. If Notwithstanding the Closing occursforegoing, Sellers Participating Equityholders will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b8.1(a)(i) unless Buyer notifies Seller the Representative of such a claim on or before the date that is twenty-four fourteen (2414) months of from the Closing Date; provided, however, that (a) any claim relating to any representation made in Section 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 thirty (6030) days following after the expiration of the applicable Tax statute or period of limitations applicable to such claim and limitations, (b) any claim relating to any representation made in Section Sections 2.1(a) (Organization, Qualification, and Power), Section 2.1(b) (Authorization of Contemplated TransactionsTransaction), Section 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), Section 2.1(e2.1(d) (Target Company Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated TransactionsTransaction), Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contravention), and Section 3.5 (Brokers’ Fees) and the first sentence of 3.6 (Assets) may be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Company Excluded Representations”) and (c) any claim arising from fraud related to intentional or willful misconduct, fraudulent breaches of the items referenced in Schedule 6.1(a)(v), or the Taxes for which Sellers are liable pursuant to Section 7.1 representations and warranties may be made at any time without limitation. 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 Seller the Representative notifies Buyer of such a claim on or before the date that is twenty-four fourteen (2414) months from the Closing Datedate hereof; provided, however, that any claim relating to any representation made in Section 2.2(a) (Organization of Buyer), Section Sections 2.2(b) (Authorization of Contemplated TransactionsTransaction), Section 2.2(c) (Non- contravention), and Section 2.2(d) (Brokers’ Fees), and 2.2(g) or arising from fraud or willful misconduct (Sufficiency of Funds) (collectively, the “Buyer Excluded Representations”) may be made at any time without any time limitation. If Notwithstanding anything to the contrary contained herein, if Buyer or Seller the 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, obligations covenants 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 Date, with respect indefinitely subject to the accuracy or inaccuracy of or compliance withfollowing two sentences. Notwithstanding the foregoing, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, Sellers Orgenesis Parent will have no liability with respect to any claim under Section ‎Section 6.1(a)(i) or Section 6.1(b) unless Buyer Investor notifies Seller Representative Orgenesis Parent of such a claim on or before the date that is twenty-four (24) months of after the Closing Date (the “General Survival Date”); provided, however, that (a) any claim relating to any representation made in Section 3.9(b) through 3.9(f) ‎Section 3.9 (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 the date that is three (603) days following years after the expiration of the applicable statute or period of limitations applicable to such claim and Closing Date, (b) any claim relating to any representation made in Section ‎3.6 (Assets) and Section ‎3.12 (Intellectual Property) may be made at any time until the date that is seven (7) years after the Closing Date and (c) any claim relating to any representation made in ‎Section 2.1(a) (Authorization of Transaction), ‎2.1(c) (Brokers’ Fee), ‎2.1(d) (Company Securities), ‎2.1(f) (Reorganization), ‎2.1(g) (Subsidiaries), ‎3.1 (Organization, Qualification, and Power), Section 2.1(b) ‎3.2 (Authorization of Contemplated TransactionsTransaction), Section 2.1(c) ‎3.3 (Non- contraventionCapitalization and Subsidiaries), Section 2.1(d) ‎3.5 (Brokers’ Fees), Section 2.1(e‎‎3.10 (Tax Matters) and ‎‎Section 3.18 (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contravention), and Section 3.5 (Brokers’ FeesDebt) may be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a‎(a), ‎(b) and (b‎(c) are referred to as the “Fundamental Excluded Representations”) and (cd) any claim arising from fraud relating to any representation made in ‎Section 3.9 (Legal Compliance) and any claim related to intentional or willful misconduct, fraudulent breaches of the items referenced in Schedule 6.1(a)(v), or the Taxes for which Sellers are liable pursuant to Section 7.1 representations and warranties may be made at any time without limitation. If the Closing occurs, Buyer Investor will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless Seller Representative Orgenesis Parent notifies Buyer Investor of such a claim on or before the date that is twenty-four (24) months from General Survival Date. Notwithstanding anything to the Closing Date; providedcontrary contained herein, 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) if Investor or arising from fraud or willful misconduct may be made at any time without any time limitation. If Buyer or Seller RepresentativeOrgenesis Parent, 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.