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

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

Survival of Representations and Warranties and Covenants. If The representations and warranties and covenants contained in this Agreement shall (i) survive the Share Purchase is consummatedClosing and (ii) expire as follows (the period through the relevant expiration date being referred to as the “Indemnification Period” in this Agreement): (a) the representations and warranties set forth in Section 2.13 (Environmental Matters) shall expire on the five-year anniversary of the Closing Date; (b) the representations and warranties set forth in Section 2.1 and 3.1 (Corporate Organization), Section 2.2 and 3.2 (Authorization), and Section 2.17 (Licenses and Permits) shall survive the Closing indefinitely; (c) other than the representations and warranties described in Section 8.4(a) and (b), the representations and warranties of set forth in Articles 2, 3 and 4 shall expire on the Company 366th day following the Closing Date; and (d) the Seller Parties’ covenants and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Purchaser’s covenants shall survive the Closing and remain in full force and effectindefinitely unless expressly limited to a specific time period. Notwithstanding the foregoing, regardless claims for indemnification pursuant to this Article 8 for (i) breaches of any investigation representations and warranties arising from fraud or disclosure made by intentional misrepresentation or on behalf of any willful breach, (ii) liability of the parties Seller Parties for the Retained Liabilities or (iii) liability of the Purchaser for the Assumed Liabilities, shall survive indefinitely. If an Indemnified Party delivers to this Agreementan Indemnifying Party, until before expiration of the date Indemnification Period, a Claim Notice that is [***] following the Closing DateIndemnified Party reasonably expects to incur Damages as a result of a breach of a representation and warranty set forth herein, which notice shall describe such breach and Damages in reasonable detail (an “Expected Claim Notice”), then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice; provided, however, that the representations and warranties of Indemnified Party is actively pursuing the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach resolution of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitationsmatter. If the Share Purchase legal proceeding with respect to which an Expected Claim Notice has been given is consummateddefinitively withdrawn or resolved in favor of the Indemnified Party, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and Indemnified Party shall promptly so notify the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantIndemnifying Party.

Survival of Representations and Warranties and Covenants. If (a) The representations and warranties set forth in this Agreement and all claims with respect thereto shall survive the Share execution and delivery of this Agreement and the consummation of the Transactions until the date that is 12 months following the Closing Date, except that: (i) the Fundamental Representations and all claims with respect thereto shall survive until the date that is six years following the Closing Date; (ii) the representations and warranties contained in Section 3.13 (Healthcare Regulatory Compliance) and all claims with respect thereto shall survive the Closing for a period of four years; and (iii) the representations and warranties contained in Section 3.20 (Taxes) and all claims with respect thereto shall survive the Closing until three months following the expiration of the applicable Tax statute of limitations, giving effect to any extensions thereof. (b) All covenants and agreements contained herein to be performed by their terms (i) prior to the Closing shall survive the Closing until the date on which the Final Purchase Price is consummateddetermined in accordance with Section 2.6 and (ii) on or after the Closing Date shall survive the Closing until fully performed in accordance with the terms specified herein with respect to such covenant or agreement. (c) In the event that notice of any claim for indemnification under this Article VII has been given, within the applicable survival period, the representations and warranties or covenants or other agreements that are the subject of the Company such indemnification claim (and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved. Any claim for a breach of a representation or schedule of the Company Disclosure Letter), and the warranty or covenant or other certificates required to agreement must be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period applicable survival term set forth in this Section 7.1. The right of a Person to any remedy pursuant to this Article VII shall not be affected by any investigation or examination conducted, or any knowledge possessed or acquired (or capable of being possessed or acquired), by such Person at any time concerning any circumstance, action, omission or event relating to the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights accuracy or performance of any Indemnified Person under Article IX representation, warranty, covenant or otherwise to seek recovery obligation. Except as may be required by applicable Law in the case of Indemnifiable Damages arising out of any fraud, willful breach no Indemnified Party shall be required to show reliance on any representation, warranty, certificate or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained other agreement in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent order for such covenants provide that they are Indemnified Party to be performed after the Closing; providedentitled to indemnification, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantcompensation or reimbursement hereunder.

Survival of Representations and Warranties and Covenants. If The representations, warranties and covenants contained herein shall survive the Share Purchase Effective Time for the applicable respective periods set forth in this Section 10.1 (each a “Survival Period”), and any and all claims and causes of action for indemnification under this Article XI arising out of the inaccuracy or breach of any representation, warranty or covenant of a Party must be made prior to the termination of the applicable Survival Period, provided that if a notice for indemnification is consummatedgiven within the Survival Period, the Survival Period for such representation, warranty or covenant shall continue until the claim is fully resolved. The Survival Period with respect to the representations and warranties contained in Section 4.5(f) shall be the period of the applicable statute of limitations. With the exception of the representation and warranties contained in Section 4.5(f), the Parties intend to shorten the statute of limitations and agree that all of the representations, warranties and covenants of the Parties contained in this Agreement and any and all claims and causes of action for indemnification under this Article X shall survive as follows: (a) all representations and warranties of the Company Parties (other than the representations and the Company Shareholders warranties contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure LetterSection 4.5(f), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following for 18 months after the Closing Date; providedand (b) all covenants, howeveragreements and obligations shall survive, and such obligations shall terminate, in accordance with their respective terms set forth herein, provided that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of a claim for any investigation breach thereof may be made by on or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until before the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantperiod.

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

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

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

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, (a) The right to commence any claim for indemnification hereunder with respect to the representations and warranties of the Company and the Company Shareholders contained set forth in this Agreement, the Company Disclosure Letter (including Article IV or in any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be certificate delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement hereunder by Sellers shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following twelve (12) months after the Closing Date. The representations and warranties set forth in Article V shall not survive beyond the Closing and there shall be no liability in respect thereof, whether such liability has accrued prior to or after Closing; provided, however, provided that the Seller Indemnified Parties shall have a right to commence any claim for indemnification hereunder with respect to the representations and warranties set forth in Article V, or in any certificate delivered hereunder by Purchaser with respect to such representations and warranties, from the Closing Date until the latest of (i) the Company fifteenth (15th) trading day after Registrable Securities (as defined in the Registration Rights Agreement) are first subject to an effective registration statement filed by Purchaser with the SEC and (ii) if a Blackout Period (as defined in the Registration Rights Agreement) occurs during such fifteen (15) day period, the trading day immediately after the last day of such Blackout Period. Notwithstanding the foregoing sentences, the right to commence any claim with respect to the representations and warranties contained in Section 2.11 4.1 (Intellectual PropertyOrganization and Good Standing), Section 4.2(a) and (b) (Trayport Entities and Subsidiaries), Section 4.3(a) and (b) (Title), Section 4.4 (Authorization), Section 4.7(a) (Transactions with Affiliates) and Section 4.12 (No Brokers or Finders) (as the same may be confirmed or repeated in any certificate delivered hereunder) (the “Seller Fundamental Representations”) and the representations and warranties contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization) and Section 5.12 (No Brokers or Finders) (as the same may be confirmed or repeated in any certificate delivered hereunder) (the “Purchaser Fundamental Representations”) and any claim based on fraud will remain operative survive indefinitely; provided, further that the right to commence any claim with respect to the representations and warranties contained in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, Section 4.18 (Taxes) will survive until the date that is [***] thirty (30) days following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. (b) The covenants and agreements that contemplate actions (or inaction) to be taken (or not taken) after the Closing shall survive in accordance with their terms. If The covenants and agreements that contemplate action (or inaction) to be taken (or not taken) between the Share Purchase date hereof and the Closing shall survive until the date that is consummatedtwelve (12) months after the Closing Date. (c) Notwithstanding Section 10.1(a) and Section 10.1(b), in the event written notice of any bona fide claim for indemnification under Section 10.2(a), Section 10.2(b), Section 10.3(a) or Section 10.3(b) shall have been given in accordance herewith within the applicable survival period setting forth in reasonable detail the legal and factual basis for such claim (in light of the facts then known), the representations indemnification claim shall survive until such time as such claim is fully and warranties of Acquiror and Sub (if applicable) contained in finally resolved. Neither Purchaser nor Sellers shall have any liability pursuant to this Agreement and the other certificates contemplated hereby shall expire and be with respect to any indemnification claim for a breach of no further force representation, warranty, covenant or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed agreement first asserted after the Closing; providedsurvival period specified for such representation, howeverwarranty, that no right to indemnification pursuant to Article IX covenant or agreement in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantSection 10.1(a) or Section 10.1(b), as applicable.

Survival of Representations and Warranties and Covenants. If the Share Purchase First Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] twelve (12) months following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantieslimitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the Escrow Release Date; provided, further, that no right to indemnification pursuant to Article IX 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Officer’s Claim Certificate delivered to the Escrow Stockholders’ Agent prior to the applicable expiration date of the Escrow Period such representation or warranty shall be affected by the expiration of such representations and warrantiesrepresentation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation fraud by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the The representations and warranties of Acquiror and Sub (if applicable) Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall will expire and be of no further force or effect as of the Closing, except for the representations and warranties of Acquirer in Section 3.2 (Authority; Noncontravention) and Section 3.4 (Valid Issuance) will remain operative and in full force ad effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statutes of limitation. If the Share Purchase First Merger is consummated, all covenants of the parties (including the covenants set forth in Article V 4 and Article VI5) shall expire and be of no further force or 57- effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] eighteen (18) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Acquiror regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date indefinitely for claims against the Closing Company Shareholders Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the IP Representation and the representations and warranties of the Company contained in Section 2.3 (Capital Structure)any certificate delivered to Acquiror regarding the same subject matter as those covered by the IP Representation pursuant to any provision of this Agreement, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is thirty-six (36) months following the Closing Date for claims against the Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or knowledge obtained breach of such representations or warranties; provided, further, that the Tax Representation and the representations and warranties of the Company contained in any certificate delivered to Acquiror regarding the same subject matter as those covered by Tax Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for such claim for claims against the Closing Company Shareholders Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Shareholders’ Agent prior to the expiration of the Escrow Claims Period set forth above shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach fraud or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitationsSubsidiary. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V IV and Article VIV) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If The representations and warranties contained in this Agreement shall survive the Share Purchase is consummatedexecution and delivery of this Agreement, any examination by or on behalf of the Parties hereto and the completion of the transactions contemplated herein, but only to the extent specified below (and the Parties expressly waive and disclaim any statute of limitation prescribing a longer period in which to bring suit): (a) the representations and warranties of the Company and the Company Shareholders Company, except for those contained in this AgreementSections 3.1, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter3.2(a), 3.3 and 3.4 shall terminate at the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xiiFirst Closing; (b) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual PropertySections 3.1, 3.2(a), will remain operative 3.3 and 3.4(a), (b) and (e) and of the Investor shall survive without limitation; (c) all covenants, agreements and obligations required to be performed at or before the First Closing shall terminate at the First Closing; and (d) all covenants, obligations and agreements of each Party contained in full force and effectthis Agreement (other than those required to be performed at or before the First Closing, regardless which shall terminate at the First Closing), shall survive the Second Closing Date indefinitely in accordance with their respective terms. Notwithstanding the expiration of any investigation made by such survival period, if any Party has provided notice with respect to a breach of representation or on behalf of warranty within the applicable survival period, the relevant representation or knowledge obtained by any of the parties warranty shall survive, solely with respect to this Agreementsuch claim as is asserted in such notice, until the date that is [***] following claim has been finally resolved. Except as set forth in the Closing Date preceding paragraph, the Investor hereby waives, from and after the First Closing, any and all other remedies which may be available to it, at law or equity, for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an any breach or inaccuracy or alleged breach or inaccuracy of such representations or warranties; provided, further, however, that the representations and warranties or covenants of the Company contained that terminate at the First Closing, whether such remedies arise under claims in Section 2.3 (Capital Structure)contract, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by tort or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantiesotherwise; provided, further, no right to indemnification pursuant to Article IX that nothing herein shall limit in any way the Investor’s remedies in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX fraud or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation misconduct by the Company in connection herewith or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantTransactions.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the (a) All representations and warranties of the Company Seller set forth in ARTICLE III and the Company Shareholders contained of Buyer set forth in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement ARTICLE IV shall survive the Closing and shall remain in full effect for a period of sixteen (16) months after the Closing Date and shall thereupon terminate and be of no further force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that (i) the foregoing shall not apply to representations and warranties of the Company contained in under Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure3.1(Organization), Section 2.14 3.2(Authorization), the first sentence of Section 3.5 (TaxesTitle to Assets), Section 2.15 3.6(a) (Employee Benefit Plans and Employee MattersSufficiency of Assets), Section 3.9 (Brokers), and Section 3.26 (No Undisclosed Liabilities) (collectively, “Fundamental Representations”), which shall survive the representations Closing for the full period under any applicable statute of limitations (including any waiver, extension or mitigation thereof) plus one sixty (60) days and warranties of (ii) Section 3.11(Taxes) and Section 3.21(ERISA), which shall survive the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, Closing until the expiration termination of the applicable statute of limitations (if later than the expiration including any waiver, extension or mitigation thereof) plus sixty (60) days, and then each of [***] following the Closing Date(i) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period and (ii) shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire thereupon terminate and be of no further force and effect. (b) The period for which a representation or effect warranty, covenant or agreement survives the Closing as of provided in this Agreement is referred to herein as the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing“Applicable Survival Period”; provided, however, that no right to indemnification this shall not prohibit any claim for Losses pursuant to Article IX Section 10.2 after such Applicable Survival Period with respect to Losses as to which the Seller has received written notice from Buyer in respect of any claim based upon any breach of a covenant shall be affected by accordance with this ARTICLE X prior to the expiration of such covenantApplicable Survival Period. Buyer acknowledges that the Seller has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided within this Agreement, and that Buyer is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in this Agreement.

Survival of Representations and Warranties and Covenants. If (a) The representations and warranties contained in this Agreement shall survive as follows: (i) Except as otherwise provided in Section 9.02(a)(ii), (iii) or (iv), all representations and warranties shall expire on the Share Purchase is consummated, first anniversary of the Closing Date. (ii) Notwithstanding Section 9.02(a)(i) the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Seller as an Indemnifying Party shall survive the Closing and remain in full force and effect, regardless Date until the expiration of any investigation applicable statute of limitations, including extensions thereof, with respect to: (1) the inaccuracy or disclosure misrepresentation in or breach of any representation or warranty made by or on behalf of any of the parties to Seller in this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages Agreement arising out of an fraud or willful misconduct; and (2) any inaccuracy or misrepresentation in or breach of any representation or warranty made in Sections 3.15, 3.20 and 3.21 regardless of whether such representations inaccuracy or warranties; provided, further, however, that the representations and warranties misrepresentation or breach arises out of the Company contained in fraud or willful misconduct. (iii) Notwithstanding Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters9.02(a)(i), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative Buyer and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following RBC as Indemnifying Parties shall survive the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Date until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, including extensions thereof, with respect to any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer or RBC in this Agreement arising out of fraud or willful misconduct. (iv) Notwithstanding Section 9.02(a)(i), the representations and warranties of Acquiror Seller set forth in Sections 3.01, 3.02, 3.04, 3.05, 3.09, 3.12 and Sub 3.14 shall survive without expiration. Any cause of action for breach of a representation or warranty contained herein shall expire and terminate unless the party claiming that such breach occurred delivers to the other party written notice and a reasonably detailed explanation of the alleged breach on or before 5:00 P.M., eastern time, on the date on which such representation or warranty expires pursuant to this Section 9.02(a). (if applicableb) The covenants contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth survive without expiration unless otherwise expressly provided in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the The representations and warranties of the Company and the Company Shareholders Purchaser contained in this Agreement, including any exhibit or schedule to this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), Schedule and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties party to this Agreement, until the date that is [***] following expiration of the Closing DateGeneral Indemnity Period; provided, however, that each Company Fundamental Representation shall survive the representations Closing and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties party to this Agreement, until ** ** (the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure“Representation Termination Date”), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no . No right to indemnification pursuant to this Article IX X in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Agent Company prior to (x) the expiration of the Escrow General Indemnity Period or (y) the expiration of the Representation Termination Date in the case of any Company Fundamental Representation shall be affected by the expiration of such the applicable representations and warranties; , and provided, further, that any such expiration shall not affect the rights of any Indemnified Person under this Article IX X or otherwise to seek recovery of Indemnifiable Damages arising out of any intentional fraud, willful breach or intentional willful misrepresentation committed by the Company or any Subsidiary (the “Fraud”), until the expiration of the applicable statute of limitationslimitations with respect to Fraud. If All covenants and agreements of the Share Purchase is consummatedparties contained herein, including the representations indemnification provisions set forth in Section 10.2(a) hereof other than Section 10.2(a)(i), shall survive the Closing indefinitely, unless otherwise specifically provided in this Agreement. The parties acknowledge that the time periods set forth in this Article X and warranties of Acquiror and Sub (if applicable) contained elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the other certificates contemplated hereby shall expire and be result of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of arms-length negotiations among the parties (including and that the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of parties intend for the Closing, except to the extent such covenants provide that they are time periods to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected enforced as agreed by the expiration of such covenantparties.

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

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, Agreement (as modified by the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), Schedule) and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of contemplated by this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreementhereto, until 11:59 pm (Pacific Time) on the date that is [***] eighteen (18) months following the Closing Date; provided, however, provided that the representations Company Fundamental Representations (as modified by the applicable Company Disclosure Schedule) and warranties the provisions of any certificate delivered to Acquirer regarding the Company contained in Section 2.11 (Intellectual Property), Fundamental Representations pursuant to this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties hereto (except as and to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of extent set forth in the Company contained in Section 2.3 (Capital StructureDisclosure Letter), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warrantiesFundamental Claims Period; provided, further, that no right to indemnification pursuant to this Article IX VIII in respect of any claim that is set forth in an Officer’s Certificate delivered to the Stockholders’ Agent and the Escrow Agent prior to the expiration of the Escrow Period in accordance with the terms hereof shall be affected by the expiration of the representation and warranty subject to such representations and warrantiesclaim ; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under this Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or actual and intentional misrepresentation fraud by the Company or any Subsidiary Company, which shall continue until and expire at 11:59 pm (Pacific Time) on the thirtieth (30th) day following the expiration of the applicable statute of limitationslimitations for the subject matter of such claim. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) Acquirer contained in this Agreement and the other certificates contemplated hereby by this Agreement shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties hereto (including the covenants set forth in Article V IV and Article VIV) shall expire and be of no further force or effect as of survive in accordance with their respective terms until the Closing, except to the extent date on which such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantis fully performed.

Survival of Representations and Warranties and Covenants. If (a) The representations and warranties contained in this Agreement shall survive as follows: (i) Except as otherwise provided in Section 8.2(a)(ii), (iii) or (iv), all representations and warranties shall expire on the Share Purchase is consummated, first anniversary of the Closing Date. (ii) Notwithstanding Section 8.2(a)(i) the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Seller as an Indemnifying Party shall survive the Closing and remain in full force and effect, regardless Date until the expiration of any investigation applicable statute of limitations, including extensions thereof, with respect to: (1) the inaccuracy or disclosure misrepresentation in or breach of any representation or warranty made by or on behalf of any of the parties to Seller in this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 Agreement (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages A) arising out of fraud or willful misconduct or (B) relating to matters which are the subject of a Third Party Claim arising from an Excluded Liability; and (2) any inaccuracy or misrepresentation in or breach of any representation or warranty made in Sections 3.14, 3.19 and 3.20 regardless of whether such representations inaccuracy or warranties; provided, further, however, that the representations and warranties misrepresentation or breach arises out of the Company contained in fraud or willful misconduct. (iii) Notwithstanding Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters8.2(a)(i), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative Buyer and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following RBC as Indemnifying Parties shall survive the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary Date until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, including extensions thereof, with respect to any inaccuracy or misrepresentation in or breach of any representation or warranty made by Buyer or RBC in this Agreement arising out of fraud or willful misconduct. (iv) Notwithstanding Section 8.2(a)(i), the representations and warranties of Acquiror Seller set forth in Sections 3.1, 3.2, 3.4, 3.8 and Sub 3.11 shall survive without expiration. Any cause of action for breach of a representation or warranty contained herein shall expire and terminate unless the party claiming that such breach occurred delivers to the other party written notice and a reasonably detailed explanation of the alleged breach on or before 5:00 P.M., New York City time, on the date on which such representation or warranty expires pursuant to this Section 8.2(a). (if applicableb) The covenants contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth survive without expiration unless otherwise expressly provided in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If (a) The respective representations and warranties of Buyer and Sellers contained herein or in any certificate, document or other writing delivered pursuant hereto or in connection herewith shall not be deemed waived or otherwise affected by any investigation made by the Share Purchase is consummatedother party hereto. Representations and warranties shall survive until the first anniversary of the Closing Date, except that the representations and warranties of the Company and the Company Shareholders contained set forth in this AgreementSection 2.11, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Datetermination of applicable statutes of limitation; provided, however, that if, at any time on or prior to the representations and warranties first anniversary of the Company Closing Date if either Buyer delivers to Sellers, or the Sellers deliver to the Buyer a written notice indicating that Buyer has on the one hand, or Sellers have on the other hand, determined, in good faith, that there has been a breach of any such representation or warranty, then the obligation of Sellers or Buyer, as applicable, to indemnify and hold harmless Buyer or Sellers, as applicable, with respect to such breach shall survive until all indemnification claims relating to such breach have been fully and finally resolved. (b) The respective covenants of Buyer and Sellers contained herein or in Section 2.11 (Intellectual Property)any certificate, will remain operative and document or other writing delivered pursuant hereto or in full force and effect, regardless of connection herewith shall not be deemed waived or otherwise affected by any investigation made by or on behalf the other party hereto. The covenants of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations Sellers and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is Buyer set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth survive until fully performed in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closingaccordance with this Agreement; provided, however, that no nothing stated herein shall waive in any manner the right of Buyer or Sellers to indemnification pursuant to Article IX in respect of any claim based upon enforce their respective rights for any breach of a covenant shall be affected by the expiration of other prior to such covenantfull performance.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummatedThe representations, the representations warranties, covenants, agreements and warranties indemnities of the Company parties contained in this Agreement or any Additional Agreement, or in any writing delivered pursuant to the provisions of this Agreement or any Additional Agreement, will survive any investigation prior, on or subsequent to the date of this Agreement made by any party or its representatives and the Company Shareholders contained consummation of the transactions contemplated in this Agreement, the Company Disclosure Letter (including any exhibit Additional Agreement or schedule of the Company Disclosure Letter), and the other certificates required to be in any writing delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) the provisions of this Agreement shall survive the Closing or any Additional Agreement and remain will continue in full force and effecteffect for the periods specified below (each such period a "Survival Period"): (a) representations, regardless warranties, covenants, agreements and indemnities relating to title to Transferred Assets, the representations, warranties, covenants, agreements and indemnities set forth in Section 4.2, the reporting or ----------- payment of or Liability for Taxes, fraud or willful misrepresentation, and fraudulent or willful incompleteness of disclosure will survive until expiration of any investigation applicable statute or disclosure made by or on behalf period of limitations, and any extensions of the parties to this Agreementapplicable statute or period of limitations; (b) all representations, until warranties, covenants, agreements and indemnities set forth in Section 5.1, will be of no further force and effect on the date ----------- that is two (2) years from the Closing Date; (c) all representations, warranties, covenants, agreements and indemnities set forth in Sections 4.1 and 4.3, will be of no further force and effect on the date that is [***] following five (5) years from the Closing Date; and (d) all other representations, warranties, covenants, agreements and indemnities for which no survival period or termination date is set forth elsewhere in this Agreement, will be of no further force and effect after December 3 1,200 1; provided, however, that the representations and warranties Survival Period will be extended automatically to include any time period necessary to resolve a claim for indemnification which arises out of any written notice to MedSource Indemnitor or Seller Indemnitor advising such Indemnitor of the Company contained in Section 2.11 (Intellectual Property)facts or circumstances that may give rise to a claim for indemnification, will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the provided notice was delivered before expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) Survival Period. Liability for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary item will continue until the expiration of the applicable statute of limitations. If the Share Purchase is consummatedClaim will have been finally settled, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force decided or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantadjudicated.

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

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, (a) The representations and warranties set forth herein (other than the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure LetterSection 3.13), and the other certificates required right to commence any claim with respect thereto, shall survive for 12 months from the Closing Date and shall expire thereafter, and the representations and warranties set forth in Section 3.13, and the right to commence any claim with respect thereto, shall survive for 27 months from the Closing Date and shall expire thereafter (such additional 15-month period, the “Extended Survival Period”), it being understood and agreed that the Parent and its Affiliates’ right to make any claim for indemnification under Article VII (including, without limitation, in respect of the representations and warranties in Sections 3.13(j), (k), and (l)) and Section 8.2(a)(iii) shall survive for 27 months from the Closing Date; provided that in the event written notice of any claim for indemnification under Section 8.2 or Section 7.1 shall have been given in accordance with Section 8.3(b) or Section 7.3 hereof or written notice of the commencement of a Tax audit shall have been given in accordance with Section 7.5(f) hereof within the applicable survival period, the right to be delivered pursuant indemnified with respect to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement such matter shall survive the Closing until such time as such matter is fully and remain in full force and effect, regardless of any finally resolved. Any investigation or disclosure other examination that may have been made or may be made at any time by or on behalf of the party to whom representations and warranties are made shall not limit, diminish or in any of way affect or be deemed to modify the representations and warranties in this Agreement, and the parties may rely on the representations, warranties and covenants in this Agreement, and any schedule, exhibit or certificate in respect thereof, irrespective of any information obtained by them by any investigation, examination or otherwise, in all cases subject to any and all limitations to which such representations, warranties and covenants are subject pursuant to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of including the Company contained in Section 2.11 Disclosure Schedule. (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by b) Any covenant or on behalf of or knowledge obtained by any agreement of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed which by its terms contemplates performance after the ClosingClosing shall survive the Closing in accordance with its terms; provided, however, that no right this provision is not intended to indemnification pursuant release any party from liability for any breach occurring prior to Article IX in respect the Closing of any claim based upon any breach of a covenant shall be affected by or agreement that does not survive the expiration of such covenantClosing.

Survival of Representations and Warranties and Covenants. If the Share Purchase Merger is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until terminated on the day after the date that is [***] 18 months following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 2.2 (Capital Structure), ) and Section 2.14 2.3(a) (Taxes), Section 2.15 (Employee Benefit Plans Authority) and Employee Matters), the in any certificate delivered to Acquiror regarding such representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) warranties, will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] 18 months following the Closing Date) for claims against the Closing Company Shareholders Effective Time Holders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX VIII in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow applicable Claims Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX VIII or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by or on behalf of the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase Merger is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase Merger is consummated, all covenants of the parties (including the covenants set forth in Article V IV and Article VIV) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the ClosingClosing (including without limitation covenants to cause the Acquiror Common Stock issuable pursuant to the First Merger to be registered with the SEC on Form S-3); provided, however, that no right to indemnification pursuant to Article IX VIII in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

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

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated(a) Except as otherwise set forth in this Section, (i) the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), Articles III and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) IV of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any shall expire at the first anniversary of the parties Closing Date; and (ii) each covenant contained herein shall survive until the Closing Date or, if required to this Agreementbe performed in whole or in part after the Closing Date, until the date that on which such covenant is [***] following required to be fully performed. No claims by Buyer under Section 9.3(a) or Seller under Section 9.2, as the Closing Date; providedcase may be, howeverfor any Loss equal to or less than $250,000 shall be deemed to be a Loss (each, that a “De Minimis Claim”). In no event shall either party be liable for any Losses recoverable by Buyer under Section 9.3(a) or Seller under Section 9.2, as the representations case may be, unless and warranties until the aggregate of such Losses exceed $10,000,000 (the “General Deductible”), and Seller or Buyer, as the case may be, shall be liable only for the amount by which all such recoverable Losses exceed the General Deductible. In addition, payments under Section 9.3(a) by Seller to Buyer or under Section 9.2 by Buyer to Seller, as the case may be, shall not in the aggregate exceed 25% of the Company contained in Section 2.11 Cash Consideration (Intellectual Propertythe “Limit”). (b) For the purpose of (i) determining whether the De Minimis Claim, will remain operative General Deductible or Limit has been exceeded or (ii) measuring and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties indemnifying for Losses with respect to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant representation or warranty contained in Article III or Article IV (but not for purposes of determining whether a breach of a representation or warranty has occurred), such representations and warranties shall be affected by the expiration of such covenantdeemed to have been made without any materiality or similar qualifications contained therein (other than any dollar thresholds contained therein, if any).

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties and covenants of the Company and the Company Shareholders Shareholder contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of to the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] eighteen (18) months following the Closing Date; provided, however, that the Special Representations and the representations and warranties of the Company contained in Section 2.11 (Intellectual Property)any certificate delivered to Purchaser regarding the same subject matter as those covered by the Special Representations pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following expiration of the Closing Date applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for claims against the Closing Company Shareholders Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the IP Representation and the Regulatory Representation and the representations and warranties of the Company contained in Section 2.3 (Capital Structure)any certificate delivered to Purchaser regarding the same subject matter as those covered by the IP Representation or the Regulatory Representation pursuant to any provision of this Agreement, Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations date that is twenty-four (if later than the expiration of [***] 24) months following the Closing Date) Date for claims against the Closing Company Shareholders Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that the Tax Representation and the representations and warranties of the Company contained in any certificate delivered to Purchaser regarding the same subject matter as those covered by Tax Representation pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for such claim against the Company Shareholder which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim that is set forth in an Officer’s a Claim Certificate delivered to the Escrow Agent Company Shareholder prior to the expiration of the Escrow applicable Claims Period set forth above shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company (subject to the limitations set forth in ARTICLE 9) or any Subsidiary until the expiration of the applicable statute of limitationsCompany Shareholder. If the Share Purchase is consummated, the representations representations, warranties and warranties covenants of Acquiror Parent and Sub (if applicable) Purchaser contained in this Agreement and the other certificates contemplated hereby shall expire survive the Closing and be remain operative and in full force and effect regardless of no further force any investigation or effect as disclosure made by or on behalf of any of the Closingparties to this Agreement, until the date that is eighteen (18) months following the Closing Date; provided, however, that the representations and warranties in Section 4.1 (Organization and Standing), Section 4.2 (Authority; Noncontravention), Section 4.3 (Capitalization), Section 4.7 (Solvency), Section 4.8 (Issuance of Shares), Section 4.9 (Financing), and the representations and warranties of the Parent and Purchaser contained in any certificate delivered to Company and Company Shareholder regarding the same subject matter as those covered by such representations and warranties pursuant to any provision of this Agreement, will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for claims against the Parent and Purchaser which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; and provided further that the covenants of the Parent and Purchaser contained in this Agreement and the other certificates contemplated hereby shall survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) following the date such covenant was or is to be performed; provided, further; that no right to indemnification pursuant to ARTICLE 9 in respect of any claim that is delivered to the Parent or Purchaser prior to the expiration of the applicable claims period set forth above shall be affected by the expiration of such representations and warranties or covenants; and provided, further, that such expiration shall not affect the rights of any Shareholder Indemnified Person to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Parent or Purchaser. If the Share Purchase is consummated, all covenants of the parties Company and the Company Shareholder (including the covenants set forth in Article V ARTICLE 5 and Article VIARTICLE 6) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX ARTICLE 9 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant.

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the (a) The representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing execution and remain in full force delivery of this Agreement and effect, regardless the closing and the consummation of the transactions contemplated hereby (and any examination or investigation or disclosure made by or on behalf of any party hereto) for a period of 12 months from the Closing Date (the "Cut-Off Date"). Notwithstanding the foregoing, (i) any obligation in respect of a claim for indemnity as a result of a breach of any representation or warranty of any party that is asserted in writing with reasonable specificity as to the nature and, if then reasonably determinable, amount of the parties claim prior to this Agreementthe Cut-Off Date or the applicable Tax Claims Date, in each case as applicable, shall survive past such date until the date that is [***] following the Closing Date; providedfinally resolved or settled, however, that (ii) any obligation in respect of a claim by a party for indemnity arising from or related to a breach of the representations and warranties of the Company contained set forth in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, shall survive until 30 days following the expiration of the applicable statute of limitations (if later than the expiration of [***] following "Tax Claims" and such date, the Closing "Tax Claims Date"); and (iii) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX any obligation in respect of any a claim that is set forth in an Officer’s Certificate delivered by a party for indemnity arising from or related to the Escrow Agent prior to the expiration a breach of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VISections 2.1 (Organization), 2.2 (Authority), 2.15 (Brokers), 2.16 (Purchased Assets), 2.29 (Investment Representations), 3.1 (Organization), 3.2 (Authorization), 3.5 (Issuance of Securities), 3.10 (Brokers) shall expire and be of no further force or effect as of the Closing3.13 (Buyer Acknowledgement), except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any a breach of a covenant set forth in ARTICLE IV, a claim arising from or related to fraud or willful misrepresentation on the part of the other party, or a claim by Buyer with respect to the Excluded Assets or Excluded Liabilities, or by Seller with respect to the Assumed Liabilities, shall survive indefinitely (collectively, the "Indefinite Claims"). (b) No Action may be commenced with respect to any representation or warranty, or covenant hereunder, or in any writing delivered pursuant hereto, unless written notice, setting forth in reasonable detail the claimed breach thereof, shall be affected by delivered pursuant to Section 8.6 to the expiration party or parties against whom liability for the claimed breach is charged on or before the termination of the survival period specified in Section 7.1(a) for such covenantrepresentation, warranty, covenant or agreement; provided, that the foregoing shall not apply to an Action related to any Indefinite Claim.

Survival of Representations and Warranties and Covenants. If a) The representations and warranties set forth herein, and the Share Purchase is consummatedright to commence any claim with respect thereto, shall survive the Closing for a period of 18 months; provided that the representations and warranties of the Company set forth in Sections 4.1, 4.2, 4.4, 4.5, 4.22, 4.23 and 5.1 and the Company Shareholders contained in this Agreementright to commence any claim with respect thereto, shall survive the Company Disclosure Letter (including any exhibit Closing indefinitely. All covenants and agreements set forth herein which by their terms contemplate actions or schedule of impose obligations following the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement Closing shall survive the Closing and remain in full force and effecteffect in accordance with their terms, regardless except that claims for indemnification in respect of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, breach thereof shall survive until the date that is [***] following eighteen (18) months after the Closing Datetime for performance of such covenants or agreements. Any claim for indemnity under this Agreement with respect to any breach of such representations, warranties, covenants or agreements shall be deemed time-barred, and no such claim shall be made after the periods specified in this (a); provided, however, that if written notice of a claim for indemnification under (a) or (b) shall have been provided to Sellers, on the representations one hand, or Buyers, on the other hand, as the case may be, then any representations, warranties, covenants or agreements that are the subject of such indemnification claim that would otherwise terminate as set forth above shall survive as to such claim until such time as such claim is fully and warranties finally resolved. b) This Article XIII shall not limit any covenant or agreement of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) Parties contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of which by its terms contemplates performance after the Closing, except and shall not extend the applicability of any covenant or agreement of the Parties contained in this Agreement which by its terms relates only to a period between the date hereof and the Closing. c) The rights of any Person to indemnification under this Article XIII shall not be affected by any knowledge at or prior to the extent such covenants provide that they are execution of this Agreement or at or prior to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect Closing of any claim based upon any breach of a covenant shall be affected by representation or warranty, whether such knowledge came from either of the expiration Parties, or any waiver of such covenantSection 4.1(e) (Failure to obtain Governmental Authorization).

Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the (a) The representations and warranties of the Company and the Company Shareholders Sellers contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing until the earlier of (i) the date which any R&W Insurance Policy is bound and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any (ii) each of the parties to this Agreementfollowing, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 as applicable: (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to SellA) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations with respect to the Fundamental Representations; (if later than B) with respect to the representations and warranties contained in Section 4.15 (Taxes), until 60 days following the expiration of [***] following the statute of limitations applicable to the subject matter of such representations and warranties; (C) with respect to the representations and warranties contained in Section 4.13 (Employee Benefit Plans), and Section 4.18 (Environmental Laws), until the 24-month anniversary of the Closing Date; and (D) for claims against until the 12-month anniversary of the Closing Company Shareholders Date in the case of all other representations and warranties (each, the “Survival Period”). (b) All of the covenants or other agreements contained in this Agreement shall survive the Closing Date until the first to occur of (i) the date on which seek recovery of Indemnifiable Damages arising out of an inaccuracy such covenants and agreements have been fully performed or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX fulfilled in respect of any claim accordance with their terms and no (c) The parties acknowledge that is the time periods set forth in an Officer’s Certificate delivered this Section 11.1 for the assertion of certain Claims under this Agreement are the result of arm’s-length negotiation among the parties and that the parties intend for the time periods to be enforced as agreed by the Escrow Agent parties. Any Claim or potential Claim for indemnification under this Agreement with respect to any of such matters that (i) is asserted by written notice given in accordance with Section 13.4 prior to the expiration of the Escrow applicable Survival Period shall may be affected by pursued, either prior to or after such expiration, for so long as is necessary to resolve the expiration of such representations and warranties; and providedsame, further, that such expiration shall or (ii) is not affect the rights of any Indemnified Person under Article IX or otherwise so asserted prior to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary until the expiration of the applicable statute of limitations. If the Share Purchase is consummated, the representations and warranties of Acquiror and Sub (if applicable) contained in this Agreement and the other certificates contemplated hereby shall expire and Survival Period may not be of no further force or effect as of the Closing. If the Share Purchase is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed pursued after the Closing; provided, however, that no right to indemnification pursuant to Article IX in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenantapplicable Survival Period.

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