Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the representations and warranties set forth in Section 3 shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth and other obligations made by Seller in Section 3 this Agreement shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on until the date that is eighteen twelve (12) months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable Expiration Date, Date the Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation, warranty, covenant or breach may exist other obligation and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Notwithstanding the avoidance of doubtforegoing, the time limitations set forth all representations and warranties made by Seller in this Section 6.1 Agreement shall not apply survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) in the matters contemplated event of fraud or willful or intentional misrepresentation by Section 6.2(b), (c), (d) and (e)Seller or any of its Representatives. (b) Survival of Section 2 Representations. The All representations and warranties made by Purchaser in this Agreement and in any certificate or other writing delivered at the Closing shall terminate and expire as of the Closing, and any liability of Purchaser with respect to such representations and warranties shall thereupon cease, except in the case fraud or willful or intentional misrepresentation, in which case all representations and warranties of Purchaser shall survive indefinitely. (c) The representations, warranties, covenants and obligations of Seller, and the rights and remedies that may be exercised by the Purchaser, shall not be limited or otherwise affected by or as a result of any information furnished or made available to, or any investigation made by or knowledge of, any of the Purchaser or any of their Representatives. (d) For purposes of this Agreement, each statement or other item of information set forth in Section 2 the Disclosure Schedule shall be deemed to be a representation and warranty made by Seller in this Agreement. (the “Section 2 Representations”e) shall survive the Closing The parties acknowledge and shall expireagree that if any Acquired Company suffers, together incurs or otherwise becomes subject to any Damages as a result of or in connection with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantiesany representation, on the date that is 60 days following the date on which the statute warranty, covenant or obligation, then Purchaser shall also be deemed, by virtue of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any its ownership of the representations stock of such Acquired Company, to have incurred Damages as a result of and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that connection with such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each It is the express intention and agreement of the parties to this Agreement that all covenants and agreements (together, "Agreements") and all representations and warranties set forth (together, "Warranties") made by Buyer and Seller in Section 3 this Agreement shall survive the Closing and (regardless of any knowledge, investigation, audit or inspection at any time made by or on behalf of Buyer or Seller) as follows: 15.1.1 The Agreements shall expire, together with any right to assert survive the Closing for a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after period from the Closing Date equal to the statute of limitations for written contracts in Arizona. 15.1.2 The Warranties in Sections 6.2, 6.5, 7.2, the third sentence of 7.7, 7.18 and 7.20 shall survive the Closing without limitation. 15.1.3 The Warranties in Section 7.6 or otherwise relating to the federal, state, local or foreign tax obligations of Seller shall survive the Closing for the period of the applicable statute of limitations plus any extensions or waivers granted or imposed with respect thereto. 15.1.4 All other Warranties shall survive for a period of twelve (12) months from the “General Termination Closing Date”. 15.1.5 The right of any party to recover Damages (as defined in Section 15.2. 1) pursuant to Section 15.2 shall not be affected by the expiration of any Warranties as set forth herein, provided that notice of the existence of any Damages (but not necessarily the fixed amount of any such Damages) has been given by the indemnified party to the indemnifying party prior to such expiration. 15.1.6 Notwithstanding any provision hereof to the contrary, there shall be no contractual time limit in which Buyer or Seller may bring any action for actual fraud (a "Fraud Action"), regardless of whether such actual fraud also included a breach of any Agreement or Warranty; provided, however, that any Fraud Action must be brought within the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach period of such representations and warranties, on the date that is 60 days following the date on which the applicable statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together plus any extensions or waivers granted or imposed with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)respect thereto. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival The representations and warranties made by the Company in this Agreement shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of Section 3 Representations. Each the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in Section 3 3.16 shall survive until the two (2) year anniversary of the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 Date (such a claim, an the “Indemnification ClaimIPR Expiration Date”) based on any alleged inaccuracy and, except as provided in or breach of such Section 10.01(e), all other representations and warranties, on warranties of the Company shall survive until the date that is eighteen fifteen (15) months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable FR Expiration Date, Purchaser (acting in good faith) IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee delivers to Seller the Shareholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation or breach may exist warranty and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (cb) Survival of Section 4 Representations. Each of the The representations and warranties set forth made by Parent Parties shall terminate and expire as of the Effective Time, and any liability of Parent Parties with respect to such representations and warranties shall thereupon cease. (c) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (d) The parties acknowledge and agree that if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in Section 4 shall survive the Closing and shall expire, together connection with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warrantiesany representation, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c)warranty, ifcovenant or obligation, at any time prior to such expiration date, Seller then (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of without limiting any of the representations rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that connection with such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach. (e) Notwithstanding anything to the contrary, then nothing in this Article 10 or elsewhere in this Agreement (whether a temporal limitation, a dollar limitation or otherwise) shall be construed to limit any of Parent’s or any Indemnitee’s rights or remedies with respect to any claim for fraud or intentional misrepresentation by the Indemnification Claim asserted in Company or any of its Representatives (whether or not such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedactions have been authorized).

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Designated Shareholders (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Designated Shareholders' Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on warranties as to all items expected to be encountered in the date that is 60 days following audit process shall terminate when Castelle publishes its audited financial statements for its fiscal year which includes the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Closing Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)and further provided, however, that if, at any time prior to the applicable Expiration Datetermination of a specific representation or warranty, Purchaser any Indemnitee (acting in good faith) delivers to Seller Designated Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty made by the representations and warranties set forth in Section 3 Designated Shareholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date termination of such specific representation or warranty until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Castelle shall terminate and expire as of the avoidance Effective Time, and any liability of doubt, the time limitations set forth in this Section 6.1 Castelle with respect to such representations and warranties shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)thereupon cease. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of Ibex and the date Designated Shareholders, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by Ibex and the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Designated Shareholders in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth made by the Company, as modified by the Disclosure Schedule, in Section 2 or the Designated Stockholders in Section 3 shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen expire six months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth representations and warranties contained in Section 3 2.1 (Due Organization; No Subsidiaries; Etc.), Section 2.2 (Certificate of Incorporation and Bylaws; Records), Section 2.20 (Authority; Binding Nature of Agreement), Section 2.22 (No Finder), Section 3.1 (Ownership), Section 3.2 (Authorization), Section 3.6 (Release), Section 3.7 (Acquisition for Own Account; No Solicitation) and Section 3.9 (Compliance with Securities Laws) (collectively, the “Fundamental Representations”) shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach survive until 30 days after the expiration of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such dateincluding any extensions thereof); and provided further, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), that if, at any time prior to the applicable Expiration Dateexpiration date, Purchaser (acting a claim for indemnification with respect thereto shall have been made in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in accordance with Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach10.6, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date specified above until such time as such Indemnification Claim claim is fully and finally resolved. All representations and warranties made by Parent and the Merger Subs shall terminate and expire as of the Effective Time, and any liability of Parent or the Merger Subs with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company as modified by the Disclosure Schedule, the representations and warranties of Designated Stockholders contained in Section 3, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of (and each Indemnitee shall be deemed to have relied upon such representations, warranties, covenants and obligations notwithstanding) any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, (i) each statement or other item of the representations and warranties information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule, solely in response to any representation or warranty in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence 2 of this Section 6.1(c)Agreement, ifshall be deemed to be a representation and warranty made by the Company and (ii) each statement or other item of information, at any time prior to such expiration dateif any, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in the Disclosure Schedule or in any update to the Disclosure Schedule, solely in response to any representation or warranty in Section 4 3 of this Agreement, shall be deemed to be a representation and setting forth warranty made by the Designated Stockholders in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedthis Agreement.

Survival of Representations, Etc. Subject to Sections 9.1(b) and 9.1(e), the representations and warranties made by the Company (a) Survival of Section 3 Representations. Each of including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth made by Parent and Merger Sub in Section 2 (the “Section 2 Representations”) 3 shall survive the Closing and shall expireexpire on the first anniversary of the Closing Date. Notwithstanding anything to the contrary contained in Section 9.1(a), together with any right to assert an Indemnification Claim based the Specified Representations shall survive the Closing and shall expire on any alleged inaccuracy in or breach the later of such representations (i) the one year anniversary of the Closing Date and warranties, on (ii) the date that is 60 days following any portion of the date on which the statute last to be paid of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(bany amounts payable by Parent pursuant to Sections 1.8 and 5.4(b) becomes due in accordance with Sections 1.8 and 5.4(b); provided, however, that if, at any time prior to such expiration date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the such representations and warranties set forth in Section 2 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the The representations and warranties made by the Company, and the covenants and obligations of each of the Acquired Corporations, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement. Nothing contained in this Section 4 9.1 or elsewhere in this Agreement shall survive the Closing and shall expire, together with limit any right to assert a claim rights or remedy of any Indemnitee for recovery claims based on any alleged inaccuracy in fraudulent or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedintentional misrepresentation.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each It is the express intention and agreement of the parties to this Agreement that: (A) all covenants and agreements (together, "Agreements") and all representations and warranties set forth (together, "Warranties") made by Buyer, Sellers and the Company in Section 3 this Agreement or in any Ancillary Document shall survive (regardless of any knowledge, investigation, audit or inspection at any time made by or on behalf of Buyer, any Seller or the Company) as follows: 8.13.1 The Agreements shall survive the Redemption Closing and Stock Closing without limitation. 8.13.2 The Warranties contained in Article III and Article V (the "Perpetual Warranties") shall expiresurvive the Redemption Closing and Stock Closing without limitation. 8.13.3 As they relate specifically to the operations of the TBA Stations, together all Warranties other than the Perpetual Warranties shall only survive for a period of twelve (12) months from the Redemption Closing Date. 8.13.4 Only as they relate specifically to the operations of the Denver Stations, all Warranties other than the Perpetual Warranties shall only survive for a period of twelve (12) months from the Stock Closing Date or, if earlier, for a period of twelve (12) months from the date upon which Buyer (or an Affiliate of Buyer) commences time brokerage of the Denver Stations pursuant to a time brokerage agreement or joint sales agreement pursuant to Section 8.11. 8.13.5 Other than as limited by Section 8.13.3 and Section 8.13.4, all Warranties other than the Perpetual Warranties shall survive for a period of twelve (12) months from the Stock Closing Date. 8.13.6 The right of either party to recover Damages (as defined in the Indemnification and Escrow Agreement) as to any specific matter for which indemnification is sought shall not be affected by the expiration of any Warranties as set forth herein, provided that a Claim Notice (as defined in the Indemnification and Escrow Agreement) with respect to such matter has been given by the indemnified party to the indemnifying party prior to such expiration and prior to the expiration of the indemnifying parties' obligations under the Indemnification and Escrow Agreement and subject to the terms of the Indemnification and Escrow Agreement. 8.13.7 Notwithstanding any right provision hereof to assert the contrary, there shall be no contractual time limit in which Buyer, the Company or Sellers may bring any action for actual fraud (a claim for recovery under Section 6.2 ("Fraud Action"), regardless of whether such actual fraud also included a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”)any Agreement or Warranty; provided, however, that any Fraud Action must be brought within the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach period of such representations and warranties, on the date that is 60 days following the date on which the 66 applicable statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together plus any extensions or waivers granted or imposed with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)respect thereto. (b) Survival 8.13.8 Subject to and effective upon the Redemption Closing, each Seller hereby releases the Company and the Subsidiaries, and each of Section 2 Representations. The representations their respective directors, officers, employees, agents and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing representatives, from and shall expireagainst any and all claims that they may have against such entities or persons resulting from any fact, together with any right circumstance or condition which gives rise to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warrantiesindemnification by Buyer pursuant to this Agreement, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedEscrow Agreement or any Ancillary Document.

Survival of Representations, Etc. (a) Survival The representations, warranties, covenants and obligations of Section 3 Representations. Each of the Company and the Key Stockholders (including the representations and warranties set forth in Sections 2 and 3 and the representations and warranties set forth in the certificates referred to in Section 3 7) shall survive the Closing Closing. Except as provided in Section 10.1(b) with respect to “Willful Breaches,” all covenants and shall expireobligations of the Company set forth in Sections 5 and 6, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such and all representations and warrantieswarranties of the Company set forth in Section 2 and in the certificate referred to in Section 7.9(i), other than the Specified Representations, shall expire on the date that is eighteen months after the Closing Date (the “General Termination Designated Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Designated Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 10.7(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representations, warranties, covenants or breach may exist obligations and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Each Specified Representation shall survive until the avoidance expiration of doubtthe last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such Specified Representation. Each representation, warranty, covenant or obligation of the time limitations Key Stockholders set forth in this Section 6.1 3, 5.3(b), 5.5. 6.2 or 6.3 shall not apply survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such representation, warranty, covenant or obligation. All representations, warranties and pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations, warranties, covenants and obligations shall thereupon cease; provided, however, that the representation and warranty of Parent contained in Section 4.5 shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to the matters contemplated addressed by Section 6.2(b), (c), (d) such representation and (e)warranty. (b) Survival Notwithstanding anything to the contrary contained in this Agreement, if there shall have been a Willful Breach of Section 2 Representations. The representations and warranties set forth in Section 2 (any representation, warranty, covenant or obligation of the “Section 2 Representations”) Company, then such representation, warranty, covenant or obligation shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such representation, warranty, covenant or obligation. There shall be deemed to have been a “Willful Breach” of a representation or warranty of the Company if any of the individuals identified on Schedule 10.1(b) had actual direct knowledge, on or prior to the Closing and shall expireDate, together with any right to assert an Indemnification Claim based on any alleged of the inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expiresrepresentation or warranty. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior There shall be deemed to such expiration date, Purchaser (acting in good faith) delivers to Seller have been a written notice alleging the existence of an inaccuracy in or a breach “Willful Breach” of any covenant or obligation of the representations and warranties set forth in Section 2 and setting forth in reasonable detail Company if the basis for Purchaser’s belief that Company breached such an inaccuracy covenant or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.obligation

Survival of Representations, Etc. (ai) Survival of Section 3 Representations. Each of The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 3 2) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date (the “Indemnification Completion Date, Purchaser ”) any Parent Indemnitee (acting in good faith) delivers to Seller the Stockholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchasersuch Parent Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration first anniversary of the Closing Date until such time as such Indemnification Claim claim is fully and finally resolved. For resolved (such final time hereinafter referred to as the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e“Stockholder Indemnification Completion Date”). (bii) Survival of Section 2 Representations. The representations and warranties made by Parent and the Merger Sub in this Agreement (including the representations and warranties set forth in Section 2 (the “Section 2 Representations”3) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date Indemnification Completion Date; provided, however, that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser the first anniversary of the Closing Date any Stockholder Indemnitee (acting in good faith) delivers to Seller Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by Parent and the Merger Sub (and setting forth in reasonable detail the basis for Purchasersuch Stockholder Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 6.3 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date first anniversary of the Closing Date until such time as such Indemnification Claim claim is fully and finally resolvedresolved (such final time hereinafter referred to as the “Parent Indemnification Completion Date”). (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth made by each of the Parties in Section 3 this Agreement or in any compliance certificate delivered at Closing shall survive the Closing and shall expireexpire on the later of March 31, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in 2009 or breach of such representations and warranties, on the date that is eighteen fifteen (15) months after following the Closing Date (the “General Termination DateSurvival Period”); provided, however, that (i) the Fundamental Representations representations and warranties contained in Sections 2.1, 2.2, 2.4, 3.3, 4.1, 4.2, 4.3 and 4.4(b) shall survive the Closing indefinitely and (ii) no right to indemnification in accordance with this Article IX in respect of any Claimed Amount based upon any breach of a representation or warranty that is set forth in Section 3 shall expire, together with any right a Claim Notice delivered to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time Indemnifying Party prior to the applicable Expiration Dateexpiration of the Survival Period shall be affected by the expiration of such representation and warranty. All of the covenants, Purchaser agreements and obligations of the Parties contained in this Agreement shall survive (acting i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in good faithwriting by the Party or Parties entitled to such performance or (ii) delivers to Seller if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. (b) The representations, warranties, covenants and obligations of the Parties hereto, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a written notice alleging the existence of an inaccuracy in or a breach result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives; provided, however, that the foregoing shall in no way affect the limitations and qualifications of the representations and warranties of the Parties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubtSelling Shareholder Disclosure Schedule, the time limitations set forth in this Section 6.1 Top Level Operating Companies Disclosure Schedule or the Buyer Disclosure Schedule, as applicable, and the foregoing reference to “knowledge” of the Indemnitees or their Representatives shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival knowledge of Section 2 Representations. The representations and warranties information that is expressly set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail of Selling Shareholders, the basis for Purchaser’s belief that such an inaccuracy Top Level Operating Companies or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breachBuyer, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedapplicable. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of (i) The Company Fundamental Representations and the representations and warranties set forth made by the Company in Section 3 3.19 shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 expire on the third (such a claim, an 3rd) anniversary of the Closing Date (the “Indemnification ClaimFR Expiration Date”) based on any alleged inaccuracy in or breach of such and (ii) the representations and warranties, warranties made by the Company in all other sections of Article 3 and in the Company Closing Certificate shall survive the Closing and expire on the date that is eighteen months after first (1st) anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable FR Expiration Date or General Expiration Date, Purchaser (acting in good faith) as applicable, Parent properly and timely delivers to Seller the Securityholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation or breach may exist warranty and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date solely with respect to such claim and only until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (cb) Survival of Section 4 Representations. Each of the All representations and warranties made by Parent and Merger Subs shall terminate and expire as of the Effective Time, and any Liability of Parent or Merger Subs with respect to such representations and warranties shall thereupon cease; provided, however, that the foregoing shall not be deemed to limit the acknowledgement and agreement of Parent and Merger Subs set forth in Section 4 4.17, which shall survive the Closing Effective Time. (c) The Parties acknowledge and shall expireagree that if the Surviving Corporation or the Surviving Company suffers, together incurs or otherwise becomes subject to any Damages as a result of or in connection with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of each of the Surviving Corporation and the Surviving Company as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation or the Surviving Company, as applicable, to have incurred Damages as a result of and in connection with such representations inaccuracy or breach. (d) Notwithstanding anything to the contrary set forth in Section 10.01(a), in the event of Fraud or Willful Breach by the Company of any representation or warranty made by the Company in this Agreement or the Company Closing Certificate, such representation and warrantieswarranty, on solely as to such claim for Fraud or Willful Breach hereunder, shall survive the date that is 60 Closing until thirty (30) days following after the date on which the statute all statutes of limitations limitation applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration dateclaims (as the same may be extended or waived) shall have expired. (e) The Company and the Securityholder Representative (on behalf of the Indemnitors) have agreed that the Indemnitees’ rights to indemnification, Seller compensation and reimbursement contained in this Article 10 relating to the representations, warranties, covenants and obligations of the Company or the Securityholder Representative are part of the basis of the bargain contemplated by this Agreement; and such representations, warranties, covenants and obligations, and the rights and remedies that may be exercised by the Indemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (acting in good faithand the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) delivers any information furnished to Purchaser a written notice alleging or any knowledge on the existence of an inaccuracy in or a breach part of any of the representations Indemnitees or any of their Representatives (regardless of whether obtained through any investigation by any Indemnitee or any Representative of any Indemnitee or through disclosure by the Company or any other Person, and warranties set forth in Section 4 regardless of whether such knowledge was obtained before or after the execution and setting forth in reasonable detail delivery of this Agreement) or by reason of the basis for Seller’s belief fact that such an inaccuracy Indemnitee or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy any of its Representatives knew or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim should have known that any representation or warranty is fully and finally resolvedor might be inaccurate or untrue.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth made by the Company in Section 3 this Agreement and in each of the other agreements, certificates and instruments delivered to Parent pursuant to or in connection with the transactions contemplated by this Agreement shall survive the Closing and shall expire, together with any the Parent Indemnitees’ right to assert a claim seek indemnification for recovery under breaches therefor pursuant to this Article X, on the date which is eighteen (18) months following the Closing Date, except that (i) the representations and warranties contained in Sections 3.14, 3.15 and 3.17, and the closing certificate delivered pursuant to Section 6.2 6.1 of this Agreement (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of insofar as the closing certificate relates to such representations and warranties), on the date that is eighteen months shall not expire until sixty (60) days after the relevant statute of limitations expires and (ii) the representations and warranties made by the Company in Sections 3.1, 3.2, 3.3, 3.4, and 3.5, and the closing certificate delivered pursuant to Section 6.1 of this Agreement (insofar as the closing certificate relates to such representations and warranties), shall survive the Closing Date in perpetuity (the applicable date of such expiration being the “General Termination Stockholder Expiration Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Stockholder Expiration Date, Purchaser (acting in good faith) any Parent Indemnitee delivers to Seller the Stockholders’ Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail made by the basis for Purchaser’s belief that such an inaccuracy or breach may exist Company and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Stockholder Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (made by the “Section 2 Representations”) Guarantor and Parent shall survive the Closing and shall expire, together with any the Stockholder Indemnitees’ right to assert an Indemnification Claim based seek indemnification for breaches therefor pursuant to this Article X, on any alleged inaccuracy the date which is eighteen (18) months following the Closing Date (the “Parent Expiration Date”), except that the representations and warranties made by the Guarantor, Parent and Merger Sub in or breach Sections 4.1 and 4.2, and the closing certificate delivered pursuant to Section 7.1 of this Agreement (insofar as the closing certificate relates to such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), shall survive the Closing in perpetuity; provided, however, that if, at any time prior to such expiration datethe Parent Expiration Date, Purchaser (acting in good faith) any Stockholder Indemnitee delivers to Seller Parent a written notice alleging the existence of an any inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail made by the basis for Purchaser’s belief that such an inaccuracy Guarantor, Parent or breach may exist Merger Sub and asserting an Indemnification Claim a claim for recovery under Section 10.3 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date applicable Parent Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. (cb) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 any Schedule or Exhibit hereto shall survive the Closing and shall expire, together with any right be deemed to assert be a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any part of the representations representation and warranties set forth warranty made by the Company, the Guarantor, Parent or Merger Sub, as the case may be, in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedthis Agreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth made by the Company in Section 3 this Agreement (including the Company Disclosure Schedule), the Company Compliance Certificate or in any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive the Closing and shall expireexpire on December 31, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”)2009; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), A) if, at any time prior to the applicable Expiration Dateend of the Escrow Claim Period, Purchaser (acting in good faith) any Parent Indemnitee delivers to Seller the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company for which the Escrow Claim Period has not expired (and setting forth in reasonable detail the basis for Purchasersuch Parent Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim representation or warranty underlying the claim asserted in such notice shall survive the applicable Expiration Date end of the Escrow Claim Period until such time as such Indemnification Claim claim is fully and finally resolved and for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved; and (B) the representations and warranties in Section 3.3 (Capitalization) and Section 3.14 (Tax Matters) shall survive until the expiration of the respective statute of limitations. For All representations and warranties made by Parent and Merger Sub shall expire at the avoidance Closing, except that the representations and warranties made in Sections 4.2 and 4.3 shall survive as long as any portion of doubtthe Escrow Funds or the Milestone Merger Consideration remains undistributed, and then only to the time limitations set forth extent applicable to Parent’s and Merger Sub’s ability to perform their obligations under this Agreement and the Escrow Agreement, as applicable, with respect to the Escrow Funds or the Milestone Merger Consideration. All of the covenants, agreements and obligations of the parties contained in this Section 6.1 Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not apply to fully performed or fulfilled, until the matters contemplated by Section 6.2(b), (c), (d) and (e)expiration of the relevant statute of limitations. (b) Survival The representations, warranties, covenants and obligations of Section 2 Representationsthe Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations parties recognize and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date agree that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in also operate as bargained for promises and risk allocation devices and that, accordingly, any party’s knowledge, and the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification or payment of Damages pursuant to this Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy 10, or breach may exist and asserting an Indemnification Claim other remedy based on such alleged inaccuracy or breachrepresentations, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully warranties, covenants, and finally resolvedobligations. (c) Survival For purposes of this Section 4 Representations. Each 10, each statement or other item of information set forth in the Company Disclosure Schedule shall be deemed to be part of, and to qualify, the representations and warranties set forth made by the Company in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence 3 of this Section 6.1(cAgreement (it being understood that any representations or warranties contained in any underlying agreement referenced in the Company Disclosure Schedule shall not be deemed a representation and warranty made by the Company pursuant to this Agreement), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. Subject to Section 9.1(b), the representations and warranties made by the Company and the Designated Stockholders in this Agreement (a) Survival of Section 3 Representations. Each of including the representations and warranties set forth in Section 3 2) shall survive the Closing Effective Time and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after (18) month anniversary of the Closing Date (the “General Termination Date”)Effective Time; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Dateeighteen (18) anniversary of the Effective Time, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach Breach of any of the such representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breachBreach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date eighteen (18) month anniversary of the Effective Time until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Parent and Merger Sub shall terminate and expire on the avoidance eighteen (18) month anniversary of doubtthe Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. Notwithstanding anything to the contrary contained in Section 9.1(a), the time limitations set forth in this Section 6.1 9.1(a) shall not apply in the case of claims based upon intentional misrepresentation or fraud. The representations, warranties and obligations of the Company and the Designated Stockholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, except to the matters contemplated by Section 6.2(b)extent such specific disclosure occurs in the Disclosure Schedule. For purposes of this Agreement, (c), (d) and (e). (b) Survival each statement or other item of Section 2 Representations. The representations and warranties information set forth in Section 2 (the “Section 2 Representations”) Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing Company and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy the Designated Stockholders in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth and other obligations made by Sellers and GGC in Section 3 this Agreement shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on until the date that is eighteen twelve (12) months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) Date any Indemnitee delivers to Seller Sellers or GGC a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation, warranty, covenant or breach may exist other obligation and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Notwithstanding the avoidance of doubtforegoing, the time limitations set forth all representations and warranties made by Sellers and GGC in this Section 6.1 Agreement shall not apply to survive indefinitely in the matters contemplated event of fraud or willful or intentional misrepresentation by Section 6.2(b), (c), (d) and (e)Sellers or GGC or any of their Representatives. (b) Survival of Section 2 Representations. The All representations and warranties set forth made by Purchaser in Section 2 this Agreement and in any certificate or other writing delivered at the Closing shall terminate and expire twelve (12) months after the “Section 2 Representations”) Closing, and any liability of Purchaser with respect to such representations and warranties shall thereupon cease, except in the case fraud or willful or intentional misrepresentation, in which case all representations and warranties of Purchaser shall survive indefinitely. (c) The representations, warranties, covenants and obligations of Sellers and GGC and the Closing rights and remedies that may be exercised by the Indemnitees, shall expirenot be limited or otherwise affected by or as a result of any information furnished or made available to, together with or any right investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, provided however, Sellers and GGC shall not be liable under this Article 10 for any Damages resulting from or relating to assert an Indemnification Claim based on any alleged inaccuracy in or breach of any representation or warranty in this Agreement if such representations breach was within the knowledge of Purchaser (“Knowledge of Purchaser”) prior to Closing. “Knowledge of Purchaser” means the knowledge that each of Gxxxx Xxxxxxx and warranties, on Dxxxxx Xxxxx should have obtained after reasonable inspection of any documents expressly referenced in the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence Disclosure Schedules to Article 3 of this Section 6.1(b), if, at any time prior to such expiration date, Agreement. Purchaser (acting shall promptly notify Sellers and GGC in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach writing should it become aware of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach breaches of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time warranties by Sellers or GGC prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedClosing.

Survival of Representations, Etc. (a) Survival The representations, warranties, covenants and obligations of Section 3 Representations. Each of the Company and the Key Stockholders (including the representations and warranties set forth in Sections 2 and 3 and the representations and warranties set forth in the certificates referred to in Section 3 7) shall survive the Closing Closing. Except as provided in Section 10.1(b) with respect to “Willful Breaches,” all covenants and shall expireobligations of the Company set forth in Sections 5 and 6, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such and all representations and warrantieswarranties of the Company set forth in Section 2 and in the certificate referred to in Section 7.9(i), other than the Specified Representations that are not Specified §2.9 Representations, shall expire on the date that is eighteen months after the Closing Date (the “General Termination Designated Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Designated Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 10.7(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representations, warranties, covenants or breach may exist obligations and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Each Specified Representation that is not a Specified §2.9 Representation shall survive until the avoidance expiration of doubtthe last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such Specified Representation. Each representation, warranty, covenant or obligation of the time limitations Key Stockholders set forth in this Section 6.1 3, 5.3(b), 5.5. 6.2 or 6.3 shall not apply survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such representation, warranty, covenant or obligation. All representations, warranties and pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations, warranties, covenants and obligations shall thereupon cease; provided, however, that the representation and warranty of Parent contained in Section 4.5 shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to the matters contemplated addressed by Section 6.2(b), (c), (d) such representation and (e)warranty. (b) Survival Notwithstanding anything to the contrary contained in this Agreement, if there shall have been a Willful Breach of Section 2 Representations. The representations and warranties set forth in Section 2 (any representation, warranty, covenant or obligation of the “Section 2 Representations”) Company, then such representation, warranty, covenant or obligation shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such representation, warranty, covenant or obligation. There shall be deemed to have been a “Willful Breach” of a representation or warranty of the Company if any of the individuals identified on Schedule 10.1(b) had actual direct knowledge, on or prior to the Closing and shall expireDate, together with any right to assert an Indemnification Claim based on any alleged of the inaccuracy in or breach of such representations and warranties, on representation or warranty. There shall be deemed to have been a “Willful Breach” of any covenant or obligation of the date that is 60 days following Company if the date on which Company breached such covenant or obligation with the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach actual knowledge of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail individuals identified on Schedule 10.1(b) that an action or omission on the basis for Purchaser’s belief that such an inaccuracy part of the Company constituted a breach of a covenant or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then obligation of the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedCompany. (c) Survival The representations, warranties, covenants and obligations of Section 4 Representations. Each the Company and the Key Stockholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives (it being understood that the representations and warranties of the Company and the Key Stockholders are qualified by the disclosures set forth in Section 4 shall survive the Closing and shall expire, together with any right applicable parts or subparts of the Disclosure Schedule to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence extent set forth therein). (d) For purposes of this Section 6.1(c)Agreement, if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence each statement or other item of an inaccuracy in or a breach of any of the representations and warranties information set forth in the Disclosure Schedule or in any update of or modification to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company or a Key Stockholder, as the case may be, in this Agreement. (e) Claims for indemnification, compensation and reimbursement brought in accordance with and subject to this Section 4 10 shall be the sole and setting forth exclusive remedy of any Indemnitee from and after the Closing with respect to breaches of this Agreement by the Company or any Key Stockholder; provided, however, that nothing contained in reasonable detail this Section 10.1(e) or elsewhere in this Agreement shall limit the basis for Seller’s belief that rights of any Indemnitee to seek or obtain injunctive relief or any other equitable remedy to which such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim Indemnitee is fully and finally resolvedotherwise entitled.

Survival of Representations, Etc. (a) Survival of Except for the representations and warranties made by Sellers in Sections 2.4, 2.5 and 3.20, subject to Section 3 Representations. Each of 7.1(d), the representations and warranties made by Sellers to Buyer in this Agreement (including the representations and warranties set forth in Section 3 ARTICLE II and ARTICLE III) and any certificates delivered or executed by A2iA or the Sellers’ Representative at or prior to the Closing in connection with this Agreement and the transactions contemplated hereby, together in each case with the corresponding indemnification rights of Buyer set forth in this ARTICLE VII, shall survive the Closing and shall expireremain in full force and effect until, together with any right to assert a claim for recovery under Section 6.2 (such a claimand expire at, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, 11:59 p.m. Central Europe Time on the date that is eighteen months after two (2) years following the Closing Date Date. (b) Subject to Section 7.1(d), the “General Termination Date”); providedrepresentations and warranties made by the Sellers in Sections 2.4, however2.5 and 3.20, that together with the Fundamental Representations corresponding indemnification rights of Buyer set forth in Section 3 this ARTICLE VII, shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach survive the Closing until sixty (60) days after the expiration of such representations and warranties, on the date that is 60 days following the date on which the relevant statute of limitations applicable thereto expires to the right of any Person, including a Government Authority, to bring a claim with respect to such matters. (each such datec) Subject to Section 7.1(d), a “Fundamental Representation Termination Date” andall of the covenants and obligations of Sellers and the Sellers’ Representative to Buyer contained in this Agreement, together in each case with the General Termination Datecorresponding indemnification rights of Buyer set forth in this ARTICLE VII, shall survive: (i) until fully performed or fulfilled, unless non-compliance with such covenants or obligations is waived in writing by Buyer; or (ii) if not fully performed or fulfilled, until the “Expiration Date”). Notwithstanding expiration of the preceding sentence relevant statute of this Section 6.1(a), iflimitations. (d) If, at any time prior to the expiration of the applicable Expiration Datesurvival period set forth above with respect to any particular representation, Purchaser warranty, covenant or obligation of Sellers, (acting in good faithx) Buyer delivers to Seller the Sellers’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any representation or warranty referenced in Sections 7.1(a) or a breach of the representations and warranties set forth any covenant or obligation referenced in Section 3 and 7.1(c), setting forth in reasonable detail the basis for PurchaserBuyer’s belief that such an inaccuracy or breach may exist (and providing the corresponding supporting evidences) and asserting an Indemnification Claim a claim for Damages under Section 7.2 based on such alleged inaccuracy or breach, then the Indemnification Claim representation, warranty, covenant or obligation underlying the claim asserted in such notice and all corresponding indemnification rights of Buyer set forth in this ARTICLE VII shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For resolved in accordance with this Agreement and the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)Escrow Agreement. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company and Designated Shareholders (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen (18) months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations representations and warranties set forth in Section 3 2.14 hereof shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute not expire until all applicable statutes of limitations applicable thereto expires (each such datewith respect to the matters covered by Section 2.14 have expired; provided, a “Fundamental Representation Termination Date” andfurther, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), that if, at any time prior to the applicable Expiration Daterespective expiration dates set forth above, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent (as defined below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company and Designated Shareholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date dates set forth above until such time as such Indemnification Claim claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each The representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease; provided, however, that the representatives and warranties set forth in Section 4 3.4 hereof shall not expire and shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Closing. (b) Except as set forth in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c9.2(f), ifthe representations, at warranties made by the Company and Designated Shareholders, and the covenants and obligations of the Company and Designated Shareholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any time prior to such expiration dateinformation furnished to, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any investigation made by or knowledge of, any of the representations and warranties set forth Indemnitees or any of their Representatives. (c) Notwithstanding the provisions of Section 9.2(a), in Section 4 and setting forth in reasonable detail the basis event of intentional fraud any claim for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breachintentional fraud, then the Indemnification Claim asserted in such notice shall survive until the expiration date until of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) with respect to such time as such Indemnification Claim is fully and finally resolvedfraud claim.

Survival of Representations, Etc. All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by such party hereunder. The representations and warranties of Meta4 and the Shareholders contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein, may be asserted at any time before the date which shall be) two years after the Closing Date; provided, however, (a) Survival Meta4's and the -------- ------- Shareholders' representations and warranties in Section 3.23 (Taxes) shall survive the Closing until the expiration of Section 3 Representations. Each all relevant statutes of limitation (including any extensions thereof) and (b) the Shareholders' representations and warranties set forth in Section 3 3.3 (Shareholders' Ownership of Stock) shall survive the Closing and shall expire, together with Date in perpetuity. No investigation made by any right to assert a claim for recovery under Section 6.2 of the parties hereto (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warrantieswhether prior to, on the date that is eighteen months or after the Closing Date (Date) shall in any way limit the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on warranties of the date that is 60 days following parties. On the date on which Closing Date all representations and warranties contained in this Agreement and made by Meta4 and the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with Shareholders shall expire as to Meta4 and thereafter will be deemed to have been made exclusively by the General Termination Date, the “Expiration Date”)Shareholders. Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any The termination of the representations and warranties set forth provided herein shall not affect the rights of a party in Section 3 and setting forth respect of any claim made by such party in reasonable detail a writing received by the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then other party prior to the Indemnification Claim asserted in such notice shall survive expiration of the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)survival period provided herein. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth and other obligations made by Sellers and Helix in Section 3 this Agreement shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on until the date that is eighteen twelve (12) months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) Date any Indemnitee delivers to Seller Sellers or Helix a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation, warranty, covenant or breach may exist other obligation and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Notwithstanding the avoidance of doubtforegoing, the time limitations set forth all representations and warranties made by Sellers and Helix in this Section 6.1 Agreement shall not apply to survive indefinitely in the matters contemplated event of fraud or willful or intentional misrepresentation by Section 6.2(b), (c), (d) and (e)Sellers or Helix or any of their Representatives. (b) Survival of Section 2 Representations. The All representations and warranties set forth made by Purchaser in Section 2 this Agreement and in any certificate or other writing delivered at the Closing shall terminate and expire twelve (12) months after the “Section 2 Representations”) Closing, and any liability of Purchaser with respect to such representations and warranties shall thereupon cease, except in the case fraud or willful or intentional misrepresentation, in which case all representations and warranties of Purchaser shall survive indefinitely. (c) The representations, warranties, covenants and obligations of Sellers and Helix and the Closing rights and remedies that may be exercised by the Indemnitees, shall expirenot be limited or otherwise affected by or as a result of any information furnished or made available to, together with or any right investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, provided however, Sellers and Helix shall not be liable under this Article 10 for any Damages resulting from or relating to assert an Indemnification Claim based on any alleged inaccuracy in or breach of any representation or warranty in this Agreement if such representations and warranties, on breach was within the date knowledge of Purchaser (“Knowledge of Purchaser”) prior to Closing. “Knowledge of Purchaser” means the knowledge that is 60 days following each of Grxxx Xxxxxxx xnd Daxxxx Xxxxx xhould have obtained after reasonable inspection of any documents expressly referenced in the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence Disclosure Schedules to Article 3 of this Section 6.1(b), if, at any time prior to such expiration date, Agreement. Purchaser (acting shall promptly notify Sellers and Helix in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach writing should it become aware of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach breaches of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time warranties by Sellers or Helix prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedClosing.

Survival of Representations, Etc. The representations and warranties made by the Company (a) Survival of Section 3 Representations. Each of including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For Notwithstanding the avoidance foregoing, any such notice asserting an inaccuracy in or breach of doubt, any representation or warranty concerning matters that are subject to resolution through the time limitations set forth in this Section 6.1 shall not apply audit process must be delivered to the matters contemplated by Section 6.2(b)Stockholders' Agent prior to the earlier of (i) the date the audit of Parent for the fiscal year ended December 31, 2000 is completed or (c)ii) the first anniversary of the Closing Date, (d) in which case the claim asserted in such notice shall survive until such time as such claim is fully and (e). (b) Survival of Section 2 Representationsfinally resolved. The representations and warranties set forth made by Parent and Merger Sub in Section 2 (the “Section 2 Representations”) Sections 4.4 and 4.5 shall survive the Closing and shall expireexpire on the first anniversary of the Closing Date. All other representations and warranties made by Parent and Merger Sub in this Agreement shall terminate and expire as of the Effective Time, together and any liability of Parent or Merger Sub with any right respect to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantieswarranties shall thereupon cease; provided, however, that this provision shall not limit any rights or claims based on fraudulent or intentional misrepresentation. Except for information expressly set forth in an update to the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(bDisclosure Schedule (identified as such), ifthe representations, at warranties made by the Company, and the covenants and obligations of each of the Acquired Corporations, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any time prior to such expiration dateinformation furnished to, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any investigation made by or knowledge of, any of the representations and warranties Indemnitees or any of their Representatives. For purposes of this Agreement, each statement or other item of information set forth in Section 2 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and setting forth warranty made by the Company in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedthis Agreement. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The covenants, representations and warranties set forth in Section 3 contained herein shall survive the Closing and shall expireDate (unless the party for whose benefit any such representation or warranty was made had Knowledge of the inaccuracy of such representation or the breach of such warranty on the Closing Date, together with any right to assert whether in the case of Purchaser, as a claim for recovery result of the exercise of Purchaser's rights under Section 6.2 (such a claim6.3 or otherwise) until, an “Indemnification Claim”) and claims based on any alleged inaccuracy in upon or breach arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at any time before, 5:00 p.m. Eastern Standard Time on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); , at which time, such covenants, agreements, representations and warranties shall expire and terminate, provided, however, that (i) the Fundamental Representations representations and warranties of Seller respecting Taxes set forth in Section 3 4.18 shall expiresurvive the Closing for the applicable statute of limitations; (ii) the representations and warranties of Seller respecting environmental matters set forth in Section 4.21 shall survive the Closing until 5:00 p.m. Eastern Standard Time on the fifth anniversary of the Closing Date, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of at which time such representations and warrantieswarranties shall expire and terminate; (iii) the representations and warranties of Seller to the extent they apply solely to title to the Mass-Market Assets set forth in Sections 4.6, on 4.19, 4.20 and 4.22, and the date that is 60 days following obligation of Seller to indemnify Purchaser for any loss arising out of any Retained Liabilities pursuant to Section 11.2(a)(i), shall survive the date on which Closing without limitation as to time; (iv) the statute obligation of limitations applicable thereto expires Purchaser to indemnify Seller for any loss arising out of the Mass-Market Liabilities pursuant to Section 11.2(a)(ii), shall survive the Closing without limitation as to time and (each such datev) the covenants and agreements of Seller or Purchaser under this Agreement to be performed after Closing Date shall survive the Closing, a “Fundamental Representation Termination Date” and, together with to the General Termination Date, extent specifically provided herein (the “Expiration Date”"SURVIVAL PERIOD"). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any The termination of the representations and warranties set forth provided herein shall not affect the rights of a party in Section 3 and setting forth respect of any claim made by such party in reasonable detail a writing received by the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then other party prior to the Indemnification Claim asserted in such notice shall survive expiration of the applicable Expiration Date until survival period provided herein, nor shall it affect the rights of a party in respect of any claim made by such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, party at any time prior to such expiration date, Purchaser (acting hereafter in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach respect of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Mass-Market Liabilities or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedRetained Liabilities. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth of Seller contained in Sections 4.1, 4.16 and 4.19 (in each case, as updated pursuant to Section 3 6.6 and as in effect on the Closing Date) shall survive the Closing Date and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on terminate only when the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute applicable statutes of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior respect to the applicable Expiration Date, Purchaser (acting liabilities in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representationsquestion expire. The representations and warranties of Seller set forth in Section 2 4.17 (as updated pursuant to Section 6.6 and as in effect on the “Section 2 Representations”Closing Date) shall survive the Closing Date and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on terminate three (3) years after the date that is 60 days following the date on which the statute of limitations applicable thereto expiresClosing Date. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the All other representations and warranties set forth of Seller and Buyer contained herein (in each case, as updated pursuant to Section 2 6.6 and setting forth as in reasonable detail effect on the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (cClosing Date) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing Date and shall expireterminate eighteen (18) months after the Closing Date. The representations and warranties of Del Monte Foods contained herein shall terminate on the Closing Date. Upon the termination of a representation or warranty in accordance with the foregoing, together such representation or warranty shall have no further force or effect for any purpose under this Agreement, including Section 10.2 hereof, provided that, any representation or warranty in respect of which indemnity may be sought under Section 10.2, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 10.1 if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. The election by any right party to assert consummate the transactions contemplated by this Agreement, notwithstanding such party's actual knowledge of the inaccuracy of any representation or warranty contained herein, shall constitute a waiver by such party of any claim for recovery based on any alleged inaccuracy in or indemnification arising out of the breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in representation or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedwarranty.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each The representations, warranties and obligations of the representations and warranties set forth in Section 3 Company shall survive the Closing as set forth in this Section 4.1. (b) All representations, warranties and obligations of the Company shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after the Closing Date (the “General Termination Expiration Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 4.1(a)) alleging the existence of an a possible inaccuracy in or a breach of any of the such representations and or warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that or a breach of any such an inaccuracy or breach may exist obligation and asserting an Indemnification Claim a claim for recovery under Section 4.2 based on such alleged possible inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the All representations and warranties set forth in Section 4 of Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. All covenants and obligations of Parent and Merger Sub shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach terminate and expire as of such representations and warranties, on the date all funds from the Escrow Fund have been distributed. (d) The representations, warranties and obligations of the Company and the rights and remedies that is 60 days following may be exercised by the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c)Indemnitees, if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser shall not be limited or otherwise affected by or as a written notice alleging the existence of an inaccuracy in or a breach result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives (other than the information set forth in the representations and warranties of the Company set forth in Section 4 2 of this Agreement as each such representation and setting warranty is supplemented and amended by the particular corresponding section or subsection of the Disclosure Schedule and any other section or subsection of the Disclosure Schedule to the extent it is reasonably apparent from such disclosure that the disclosed information is intended to qualify such representation or warranty). (e) For purposes of this Agreement, each statement or other item of information set forth in reasonable detail the basis Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement. (f) Claims for Seller’s belief that such an inaccuracy or breach may exist indemnification, compensation and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then reimbursement brought in accordance with and subject to this Section 4 shall be the Indemnification Claim asserted in such notice shall survive sole and exclusive remedy of any Indemnitee for monetary damages from and after the expiration date until such time as such Indemnification Claim is fully and finally resolvedClosing with respect to breaches of this Agreement by the Company.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Closing Certificate) and the covenants set forth in Sections 4 and 5 hereof shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is expire eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to eighteen months after the applicable Expiration Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Escrow Agent and Shareholder's Agent (as defined in Section 12.4 herein) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive eighteen months after the applicable Expiration Date Closing until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Parent and Merger Sub and the avoidance of doubt, the time limitations covenants set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) Sections 6 and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) 7 hereof shall survive the Closing and shall expireexpire eighteen months after the Closing Date at which time any liability of Parent or Merger Sub with respect to such representations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on and covenants shall thereupon cease. (b) The representations, warranties, covenants and obligations of the date Company, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Company in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Section Sections 2 and 3 hereof and the representations and warranties set forth in the Closing Certificates) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen expire 30 months after following the Closing Date (except for Sections 2.1, 2.3, 2.6, 2.8(a), 2.14, 2.15, 2.16, 2.19(c) and 3.2, each of which shall survive until the “General Termination Date”expiration of its respective statute of limitations); providedPROVIDED, howeverHOWEVER, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the expiration of the applicable Expiration Datesurvival period, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company or any of the Shareholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date survival period until such time as such Indemnification Claim claim is fully and finally resolved. For The representations and warranties made by Parent and Merger Sub in Article 4 shall expire 30 months following the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)Closing Date. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the date Company and the Shareholders, and the rights and remedies that is 60 days following may be exercised by the date on which Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the statute Indemnitees or any of limitations applicable thereto expirestheir Representatives. Notwithstanding the preceding sentence foregoing, in the event Parent has knowledge, as the result of this Section 6.1(b), if, at any time prior written information furnished to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging Parent by the existence of an inaccuracy in Company or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail Shareholders, of a material fact required to be disclosed on any part of the basis Disclosure Schedule that is not so disclosed, such material fact shall be deemed to be disclosed on the applicable part of the Disclosure Schedule for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedpurposes of this Agreement. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing Company and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy the Shareholders in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Other than the representations and warranties set forth in Sections 2.3, 2.4, 2.6, 2.7, 2.9, 2.11, 2.12, 2.14, 2.15, 2.18, 2.19 and 2.20 (the “Specified Representations. Each of ”), the representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing and for a period of one (1) year. The Specified Representations shall expire, together with any right to assert survive Closing for a claim for recovery under Section 6.2 period of eighteen (such a claim, an “Indemnification Claim”18) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”)months; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Datetermination of the representation of warranty in question, Purchaser if any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchasersuch Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under this Section 9 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the avoidance Effective Time, and any liability of doubtParent or Merger Sub with respect to such representations and warranties shall thereupon cease. Notwithstanding anything to the contrary contained in Section 9.1(a), the time limitations set forth in this Section 6.1 Sections 9.1(a) shall not apply to in the matters contemplated by Section 6.2(b), (c), (d) and (e)case of claims based upon intentional misrepresentation or fraud. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the date Company, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or Knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Company in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of Subject to Sections 9.1(b) and 9.1(e), the representations and warranties set forth made by the Company (including, for greater certainty, the representation and warranty made in Section 3 2.10(g)) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 expire twelve (such a claim, an “Indemnification Claim”12) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, at any time prior to the applicable Expiration date twelve (12) months after the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or a breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive beyond the applicable Expiration date twelve (12) months after the Closing Date until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Subject to Section 2 Representations. The 9.1(e), the representations and warranties set forth made by the Company in Section 2 (the “Section 2 Representations”Sections 2.10(a) through 2.10(f), inclusive, shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is 60 earlier of (A) March 31, 2002 or (B) 730 days following after the date on which of the statute first commercial shipment of limitations applicable thereto expiresProducts is made after the Closing Date (the "IP Representation Termination Date"). Notwithstanding the preceding sentence of this Section 6.1(b)foregoing, if, at any time prior to such expiration datethe IP Representation Termination Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the such representations and warranties set forth in Section 2 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or a breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive beyond the expiration date IP Representation Termination Date until such time as such Indemnification Claim claim is fully and finally resolved. (c) Survival of Subject to Section 4 Representations. Each of 9.1(e), the representations and warranties set forth in Section 4 made by Parent and Merger Sub shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on expire twelve (12) months after the date that is 60 days following the date on which the statute of limitations applicable thereto expiresClosing Date. Notwithstanding the preceding sentence of this Section 6.1(c)foregoing, if, at any time prior to such expiration datethe date twelve (12) months after the Closing Date, Seller the Shareholders' Agent (acting in good faith) delivers to Purchaser Parent or Merger Sub a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 made by Parent or Merger Sub (and setting forth in reasonable detail the basis for Seller’s the Shareholders' Agent's belief that such an inaccuracy or a breach may exist exist) and asserting an Indemnification Claim a claim for recovery based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive beyond the expiration date twelve (12) months after the Closing Date until such time as such Indemnification Claim claim is fully and finally resolved. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement. (e) The limitations set forth in Sections 9.1(a) and (b) shall not apply in the case of fraud.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth made by the Stockholders in Section 3 2 (other than in Section 2.9) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (and the “General Termination representations and warranties made by the Stockholders in Section 2.9 shall survive the Closing and shall expire on the third anniversary of the Closing Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first or third anniversary of the Closing Date, Purchaser as the case may be, any Indemnitee (acting in good faith) delivers to Seller the Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Stockholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first or third anniversary of the Closing, as the case may be, until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations Except as set forth in this Section 6.1 below, all representations and warranties made by Parent and Merger Sub shall not apply terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to the matters contemplated by Section 6.2(b), (c), (d) such representations and (e). (b) Survival of Section 2 Representationswarranties shall thereupon cease. The representations and warranties set forth made by Parent and Merger Sub in Section 2 (the “Section 2 Representations”) Sections 3.2 and 3.3 of this Agreement shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any first anniversary of the representations Closing date. The covenants and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each agreements of the representations and warranties set forth parties in Section 4 this Agreement shall survive the Closing and shall expirebe fully effective and enforceable for the periods therein indicated (as of the end of which period they shall terminate and cease to be of further force or effect) or, together with any right where not indicated, without limitation as to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and time. (b) The representations, warranties, on covenants and obligations of Parent, the date Company and the Stockholders, and the rights and remedies that is 60 days following may be exercised by the date on which Indemnitees or the statute Stockholders, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy Stockholders or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives.

Survival of Representations, Etc. All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at any time before the date which shall be) the eighteen month anniversary of the Closing Date; provided, however, (a) Survival Mega Art's and the Principal Stockholder's representations and warranties in Section 3.10 (Environmental Matters), Section 3.23 (Taxes) and Section 3.32 (Ownership of Section 3 Representations. Each of Mega Art Stock; Title) and the Minority Stockholders' representations and warranties set forth in Section 3 3A.3 (Ownership of Mega Art Stock; Title) shall survive the Closing and shall expire, together with until the third anniversary of the Closing Date. No investigation made by any right to assert a claim for recovery under Section 6.2 of the parties hereto (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warrantieswhether prior to, on the date that is eighteen months or after the Closing Date (Date) shall in any way limit the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on warranties of the date that is 60 days following parties unless such party has actual knowledge of the date on which misrepresentation. On the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with Closing Date all representations and warranties contained in this Agreement and made by Mega Art and the General Termination Date, Stockholders shall expire as to Mega Art and thereafter will be deemed to have been made exclusively by the “Expiration Date”)Principal Stockholder. Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any The termination of the representations and warranties set forth provided herein shall not affect the rights of a party in Section 3 and setting forth respect of any claim made by such party in reasonable detail a writing received by the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then other party prior to the Indemnification Claim asserted in such notice shall survive expiration of the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)survival period provided herein. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company and the Stockholders (including the representations and warranties set forth in Section 3 Article 2) (as modified by the Disclosure Schedule) shall survive the Closing and shall expireexpire forty-five (45) days after release of consolidated audit for the fiscal year ending December 31, together with any right to assert a claim 2001 for recovery under Section 6.2 Parent (such a claim, an “Indemnification Claim”the "End Date") based on any alleged inaccuracy in or breach of such (except that the representations and warranties, on warranties contained in Section 2.14 shall survive the date that is eighteen months Closing and shall expire one (1) year after the expiration of the applicable underlying tax statute of limitation period and except that the representations and warranties contained in Sections 2.3, 2.6, 2.9, 2.20, 2.21(a), 2.21(b) and 2.22 shall survive the Closing Date (the “General Termination Date”and continue indefinitely); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration DateEnd Date (or such later period as provided above), Purchaser as applicable, any Indemnitee (acting in good faith) delivers to Seller the Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company or the Stockholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Article 8 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The All representations and warranties set forth in Section 2 (the “Section 2 Representations”) made by Parent and Merger Sub under Sections 3.1, 3.2, 3.3, 3.5 and 3.7 shall survive the Closing and shall expireexpire on the End Date, together and any liability of Parent or Merger Sub with any right respect to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties shall thereupon cease. All other representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, on covenants and obligations of the date Company and the Stockholders, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing Company and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy the Stockholders in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (aA) Survival of Section 3 Representations. Each of The representations and warranties made by Seller in this Agreement (including the representations and warranties set forth in Section 3 shall the Seller Closing Certificate) will survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen will expire 15 months after the Closing Date (the “General Termination Survival Expiration Date”); providedprovided that, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, if at any time prior to the applicable before Survival Expiration Date, Purchaser any Buyer Indemnitee (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach Breach of any of the representations and warranties set forth in Section 3 made by Seller (and setting forth in reasonable detail the basis for Purchasersuch Buyer Indemnitee’s belief that such an inaccuracy or breach may exist Breach exists) and asserting an Indemnification Claim a claim for recovery under Section 6 based on such alleged inaccuracy or breachBreach, then the Indemnification Claim claim asserted in such notice shall will survive the applicable Survival Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For The agreements, covenants and other obligations of the avoidance of doubt, parties will survive the time limitations set forth Closing in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)accordance with their respective terms. (bB) Survival Nothing contained in Section 6.1(A) or elsewhere in this Agreement will limit any rights or remedy of Section 2 Representations. any Buyer Indemnitee or any Seller Indemnitee for claims based on fraud. (C) The representations and warranties set forth in Section 2 (made by Seller, and the “Section 2 Representations”) shall survive covenants and obligations of Seller, and the Closing rights and shall expireremedies that may be exercised by the Buyer Indemnitees, together with will not be limited or otherwise affected by or as a result of any right to assert an Indemnification Claim based on information furnished to, or any alleged inaccuracy in investigation made by or breach of such representations and warrantiesknowledge of, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the Buyer Indemnitees or any of their Representatives. (D) The representations and warranties set forth in Section 2 made by Buyer, and setting forth in reasonable detail the basis for Purchaser’s belief covenants and obligations of Buyer, and the rights and remedies that such an inaccuracy may be exercised by the Seller Indemnitees, will not be limited or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy otherwise affected by or breachas a result of any information furnished to, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expireor any investigation made by or knowledge of, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy Seller Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives.

Survival of Representations, Etc. (a) Survival The representations and warranties made by the Company set forth in Section 2 are deemed to be made on the date of Section 3 this Agreement and at the Closing, and shall survive the Closing and shall expire on the 18-month anniversary of the Closing Date (the “Termination Date”); provided, however, that notwithstanding the foregoing, the representations and warranties contained in Sections 2.1(a) (Due Organization), 2.1(e) (Investments), 2.3 (Capitalization), 2.14 (Tax Matters), 2.20 (Authority; Binding Nature of Agreement) and 2.22 (Brokers) (collectively, the “Company Special Representations. Each ”) shall survive the Closing and the Termination Date and shall expire on the sixtieth (60th) day following the expiration of the applicable statute of limitations (giving effect to any extensions or tolling thereof required by a Governmental Body) for the claim or matter upon which the indemnification claim is based (which shall be the statute of limitations applicable to a third party claim, in the event of a third party claim); provided, further, that if, at any time prior to the Termination Date, any Parent Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such breach exists) and asserting a claim for recovery based on such alleged breach, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved pursuant to this Section 9. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. For purposes of this Section 9, clauses containing “material,” “material respects,” or “Material Adverse Effect” (“Materiality Qualifiers”) in any representation, warranty or covenant shall not be taken into account in determining the amount of any Damages with respect to such breach, default or failure to be true and correct. (b) The representations and warranties (as modified by the Disclosure Schedule), covenants and obligations of the Company or any Subsidiary, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of either (i) any waiver of Closing conditions by Parent, Purchaser, Merger Sub, or (ii) any information furnished to, or any due diligence investigation made by any of the Parent Indemnitees or any of their respective Representatives. (c) The representations and warranties made by Parent, Purchaser and Merger Sub set forth in Section 3 shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantieswarranties contained in Sections 3.1 (Due Organization), 3.2 (Authority; Binding Nature of Agreement) and 3.6 (Brokers) (collectively, the “Purchaser Special Representations”) shall survive the Closing and the Termination Date and shall expire on the date that is 60 days sixtieth (60th) day following the date on which expiration of the applicable statute of limitations applicable thereto expires (each such dategiving effect to any extensions or tolling thereof required by a Governmental Body) for the claim or matter upon which the indemnification claim is based; provided, a “Fundamental Representation Termination Date” andfurther, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), that if, at any time prior to the applicable Expiration Termination Date, Purchaser (acting in good faith) the Stockholders’ Representative delivers to Seller Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by Parent, Purchaser or Merger Sub (and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist breach) and asserting an Indemnification Claim a claim for recovery based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Termination Date until such time as such Indemnification Claim claim is fully and finally resolved. For None of the avoidance of doubt, the time limitations set forth covenants or other agreements contained in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of each such representations surviving covenant and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 agreement shall survive the Closing and shall expirefor the period contemplated by its terms. (d) The representations, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of Parent, Purchaser and Merger Sub, and the date rights and remedies that is 60 days following may be exercised by the date on which Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of either (i) any waiver of Closing conditions by the statute of limitations applicable thereto expires. Notwithstanding Company or (ii) any information furnished to, or any investigation made by or the preceding sentence of this Section 6.1(c)knowledge of, ifthe Company, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in Stockholders’ Representative or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedtheir respective Representatives.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and ECI (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire on the 18-month anniversary of the Closing Date (such period, the "Survival Period"); provided, however, that if, at any time prior to the termination of the Survival Period, any Indemnitee (acting in good faith) delivers to ECI a written notice (a "Claim Notice") alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company and ECI (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 3 Representations. Each 9.2 based on such alleged inaccuracy or breach, then the claim asserted as aforesaid shall survive the termination of the Survival Period until such time as such claim is fully and finally resolved; and provided further that ECI's obligation to indemnify Alvarion in full (i) for any tax liabilities relating to the period prior to the Closing Date; (ii) for breach of ECI's covenant in Section 5.7(d); (iii) for any loss sustained by Alvarion as a result of any claim with respect to the GVT Agreements relating to the period prior to Alvarion's assumption of the GVT Agreements as set forth in 5.7(e); (iv) for the non payment of any of the Company's Accounts Receivable from, and balance with, GVT, which are presented on the Company's financial statements for the date of the Closing as set forth in 5.7(e), (v) for any claim or Damage related to any of the Retained Liabilities set forth in Section 1.4 hereof; and (vi) for any claim that may be made by Lucent that the Purchased Assets infringe the following patents (a) US 4,677,423, and (b) US 4,551,581 and any corresponding patent thereof, including any divisional, continuation, re-examined and re-issued patents thereof, shall survive the termination of the Survival Period and shall remain in perpetuity; provided, however, that Alvarion delivers a written notice alleging the existence of an inaccuracy or breach (and setting forth in reasonable detail the basis for Alvarion's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, within 30 days after becoming aware of such inaccuracy or breach; and provided further, however, that nothing herein shall derogate from application of the Israeli Statute of Limitations to the obligations of Alvarion or to any claims arising from such inaccuracy or breach. (b) The representations, warranties, covenants and obligations of the Company and ECI, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives or by the consummation of the transaction contemplated by this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and ECI in this Agreement. (d) The representations and warranties made by Alvarion (including the representations and warranties set forth in Section 3 and the representations and warranties set forth in the Alvarion Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after termination of the Closing Date (the “General Termination Date”)Survival Period; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Datetermination of the Survival Period, Purchaser ECI or the Company (acting in good faith) delivers shall deliver to Seller Alvarion a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by Alvarion (and setting forth in reasonable detail the basis for Purchaser’s ECI's or the Company's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date termination of the Survival Period until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (ce) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expireThe representations, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of Alvarion, and the date rights and remedies that is 60 days following may be exercised by ECI or the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c)Company, if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser shall not be limited or otherwise affected by or as a written notice alleging the existence of an inaccuracy in or a breach result of any of information furnished to, or any investigation made by or knowledge of, ECI or the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedCompany.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties of the Company set forth in any closing certificate) are deemed to be made on the date of this Agreement and at the Closing, and shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after 18-month anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Termination Date, Purchaser (acting in good faith) any Parent Indemnitee delivers to Seller the Shareholder Representative a written notice alleging the existence of an incompleteness of, inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchasersuch Parent Indemnitee’s belief that such an incompleteness, inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery based on such alleged incompleteness, inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Termination Date until such time as such Indemnification Claim claim is fully and finally resolved. For ; provided, further, that notwithstanding the avoidance of doubtforegoing, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth contained in Section 2 2.9 (Intellectual Property) (the “IP Representation”), as modified by the proviso contained in Section 2 10.5(viii), shall survive the Closing and the Termination Date and shall expire on the 30-month anniversary of the Closing Date; and provided, further, that notwithstanding the foregoing, the representations and warranties contained in Sections 2.1(a) (Due Organization), 2.1(e) (Investments), 2.3 (Capitalization), 2.14 (Tax Matters), 2.20 (Authority) and 2.23 (Brokers) (collectively, the “Special Representations”) shall survive the Closing and the Termination Date and shall expireexpire on the expiration date of the applicable statute of limitations. (b) The representations, together with warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitee, shall not be limited or otherwise affected by or as a result of either (i) any right to assert an Indemnification Claim based on waiver of Closing conditions by Parent, Purchaser, Merger Sub or any alleged inaccuracy in of their Representatives, or breach (ii) any information furnished to, or any investigation made by or knowledge of, any of such the Parent Indemnitees or any of their respective Representatives. (c) The representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration datewarranties made by Parent, Purchaser and Merger Sub (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of including the representations and warranties set forth in Section 2 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties of Parent, Purchaser or Merger Sub set forth in Section 4 any closing certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date Termination Date; provided, however, that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration datethe Termination Date, Seller (acting in good faith) the Shareholder Representative delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 made by Parent, Purchaser or Merger Sub (and setting forth in reasonable detail the basis for Sellerthe Shareholder Representative’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date Termination Date until such time as such Indemnification Claim claim is fully and finally resolved. (d) The representations, warranties, covenants and obligations of Parent, Purchaser and Merger Sub, and the rights and remedies that may be exercised by the Shareholder Representative, shall not be limited or otherwise affected by or as a result of either (i) any waiver of Closing conditions by the Company or any of its Representatives, or (ii) any information furnished to, or any investigation made by or knowledge of, the Company, the Shareholder Representative or any of their respective Representatives.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations, warranties, covenants and obligations made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth or incorporated directly or indirectly in the certificates referred to in Section 5) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach Closing. All of such the representations and warranties, warranties of the Company set forth in this Agreement (except with respect to the representations and warranties set forth in Section 2.3) and all covenants of the Company in this Agreement shall expire on the date that is eighteen 14 months after the Closing Date, and the representations and warranties of the Company set forth in Section 2.3 shall expire on the date that is 36 months after the Closing Date (and any liability of the “General Termination Date”); Company and the equityholders of the Company with respect to such representations, warranties, covenants and obligations shall thereupon cease, except in the case of fraud and provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Datedate on which a representation or warranty would otherwise expire, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 7.6(a)) alleging the existence of an inaccuracy in or a breach of any of the such representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that or a breach of any of such an inaccuracy or breach may exist covenants and asserting an Indemnification Claim a claim for recovery under Section 7.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date date on which such representation or warranty or covenant would otherwise expire until such time as such Indemnification Claim claim is fully and finally resolved. For All representations, warranties, covenants and obligations of Parent and Merger Sub shall terminate and expire as of the avoidance Effective Time (other than the covenants and obligations of doubt, the time limitations Parent set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b4), (c)and any liability of Parent or Merger Sub with respect to such representations, (d) warranties, covenants and (e)obligations shall thereupon cease. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the date Company, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Disclosure Schedule (in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any light of the representations circumstances in which such statement or other item of information is set forth) shall be deemed to be a representation and warranties set forth warranty made by the Company in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedthis Agreement.

Survival of Representations, Etc. (aA) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after second anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 this provision shall expire, together with not limit any right to assert an Indemnification Claim rights or claims based on any alleged inaccuracy in upon fraudulent or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”)intentional misrepresentation. Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, at any time prior to the applicable Expiration second anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date second anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth made by Parent and Merger Sub in Section 2 (the “Section 2 Representations”) Sections 4.4 and 4.5 shall survive the Closing and shall expireexpire on the second anniversary of the Closing Date. All other representations and warranties made by Parent and Merger Sub in this Agreement shall terminate and expire as of the Effective Time, together and any liability of Parent or Merger Sub with any right respect to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantieswarranties shall thereupon cease; provided, however, that this provision shall not limit any rights or claims based on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. fraudulent or intentional misrepresentation. (B) Notwithstanding the preceding sentence any provision of this Agreement to the contrary, after the Effective Time no party shall be entitled to indemnification or to obtain any proceeds from the Escrow Shares or to otherwise recover any amount unless and until one or more written notices (pursuant to Section 6.1(b9.2 below) identifying Damages in excess of $100,000 in the aggregate (the "Basket Amount") has or have been delivered to the Stockholders' Agent as provided in this Section 9.1, in which case Parent shall be entitled to recover all Damages so identified including the damages that had previously been below the Basket Amount. In the event the Indemnitor shall have any liability for indemnification to any Indemnitee under this Agreement, the sole satisfaction of such liability shall be from the Escrow Shares; provided, however, that this provision shall not limit any rights or claims based on fraudulent or intentional misrepresentation. (C) Except for information expressly set forth in an update to the Company Disclosure Schedule (identified as such), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company, the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (D) For purposes of this Agreement, each statement or other item of information set forth in Section 2 the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and setting forth warranty made by the Company in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedthis Agreement. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival The representations, warranties, covenants and obligations of Section 3 Representations. Each of the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing. All representations, warranties, covenants and obligations of the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall expire on the Designated Date, and shall expire, together any liability with any right respect to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”)warranties shall thereupon cease; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Designated Date, Purchaser any Parent Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 9.7(a)) alleging the existence of an inaccuracy in or a breach of any of such representations, warranties, covenants or obligations and asserting a claim for recovery under Section 9.2(a) based on such alleged inaccuracy or breach, then the claim asserted in such Notice of Indemnification Claim shall survive until such time as such claim is fully and finally resolved. All representations, warranties, covenants and obligations of Parent and Merger Sub (including the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that Parent Closing Certificate) shall terminate and expire as of the Designated Date, and any liability of Parent or Merger Sub with respect to such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirethereupon cease; provided, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantieshowever, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time on or prior to such expiration datethe Designated Date, Purchaser any Company Indemnitee (acting in good faith) delivers to Seller Parent a written notice Notice of Indemnification Claim alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representations, warranties, covenants or breach may exist obligations and asserting an Indemnification Claim a claim for recovery under Section 9.2(b) based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved; provided, further, the covenants set forth in Section 5.14 shall survive the Closing in accordance with their terms. (b) The representations, warranties, covenants and obligations of an Indemnitor, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives (it being understood that the representations and warranties of the Company are qualified by the disclosures set forth in the applicable parts or subparts of the Disclosure Schedule to the extent set forth therein or in any other part or subpart of the Disclosure Schedule to the extent it is reasonably apparent from a reading of such disclosure item that it would also qualify or apply to such other part). (c) Survival of Notwithstanding anything to the contrary contained in Section 4 Representations. Each of 9.1(a), the representations and warranties limitations set forth in Section 4 9.1(a) shall survive not apply in the Closing and shall expire, together with any right to assert a claim for recovery case of claims based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedupon fraud.

Survival of Representations, Etc. (a) Survival of Subject to Section 3 Representations. Each of 9.1(c), the representations and warranties made by the Company and the Selling Holders in this Agreement (including the representations and warranties set forth in Section 3 the Closing Certificate) shall survive the Closing and all claims for indemnification in [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. connection therewith shall expirebe asserted not later than, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after [****] following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (i) each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth contained in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice [****] shall survive the applicable Expiration Date Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, [****], (ii) each of the representations and warranties contained in [****], shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, (iii) each of the representations and warranties contained in [****] shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than the later of [****], and (iv) each of the representations and warranties contained in [****] shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than, the date the last Contingent Payment is made. The representations and warranties made by the Purchaser in this Agreement shall survive the Closing until, and all claims in connection therewith shall be asserted not later than, [****] following the Closing Date. The covenants and agreements of the parties hereunder to be performed at or prior to the Closing shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than [****] following the Closing Date. The covenants and agreements of the parties hereunder to be performed following the Closing shall survive until, and all claims for indemnification in connection therewith shall be asserted not later than [****]. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder (a “Claim Notice”) and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such time as such Indemnification Claim claim is fully and finally resolved. For resolved or disposed of in accordance with the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)terms hereof. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the date Company and the Selling Holders, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of Section 4 Representations. Each any Indemnitee for claims based on intentional misrepresentation or fraud. (d) Any claim for indemnification hereunder shall be asserted by an Indemnitee by written notice delivered to the Selling Holder Representative within [****] after such Indemnitee or its Affiliates first have Knowledge of all of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right facts necessary to assert determine that an Indemnitee has a good faith basis for asserting such claim. Any claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on as to which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging is not so delivered to the existence of an inaccuracy in or a breach of any of Selling Holder Representative shall be deemed to have been irrevocably waived by the representations Indemnitee and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedits Affiliates.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by Seller (including the representations and warranties set forth in Section 3 2) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the first anniversary of the date that is eighteen months after the Closing Date (the “General Termination Date”)of this Agreement; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Datefirst anniversary of the date of this Agreement, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by Seller (and setting forth in reasonable detail the basis for Purchaser’s 's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (cb) Survival of Section 4 Representations. Each of the All representations and warranties set forth in Section 4 made by Purchaser shall survive terminate and expire one year from the Closing date hereof, and shall expire, together any liability of Purchaser with any right respect to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warrantieswarranties shall thereupon cease; provided, on the date however, that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration datethe first anniversary of the date of this Agreement, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 made by Purchaser (and setting forth in reasonable detail the basis for Seller’s 's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. (c) The representations, warranties, covenants and obligations of Seller, and the rights and remedies that may be exercised by Purchaser, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchaser or any of its Representatives. The representations, warranties, covenants and obligations of Purchaser, and the rights and remedies that may be exercised by Seller, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Seller or any of its Representatives.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Officers' Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the avoidance Effective Time, and any liability of doubt, the time limitations set forth in this Section 6.1 Parent or Merger Sub with respect to such representations and warranties shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)thereupon cease. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the date Company, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing and shall expireCompany in this Agreement. (d) By way of clarification, together with any right in the event an Indemnitee is entitled to assert a claim for recovery based on any alleged inaccuracy in indemnification under one or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence more sections of this Section 6.1(c)Agreement, ifor at one or more times, at any time prior with respect to the same Damages, the Indemnitee shall only be entitled to indemnification once with respect to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedDamages.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the (i) The representations and warranties set forth made by the Company in Section 3 this Agreement shall survive the Closing and shall expire, together with any right to assert for a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach period of such representations and warranties, on the date that is eighteen 12 months after from the Closing Date (the 12-month period during which the Company’s representations and warranties survive being herein referred to as the “General Termination DateEscrow Claim Period”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Dateend of the Escrow Claim Period, Purchaser (acting in good faith) any Indemnitee delivers to Seller the Company Stockholders’ Representative a written notice alleging in good faith the existence of an inaccuracy in or a breach of any of the representations and warranties set forth made by the Company in Section 3 2 of this Agreement (and setting forth in reasonable detail the basis for Purchasersuch Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim in good faith a claim for recovery under Section 10.2 based on such alleged inaccuracy or breachbreach (which notice, the parties acknowledge and agree, may be in the form of a Claim Notice, the contents and delivery of which satisfy the content and delivery requirements of an Escrow Claim Notice pursuant to Section 10.5 below, or an Escrow Claim Notice (as defined below)), then the Indemnification Claim representation or warranty underlying the claim asserted in such notice shall survive the applicable Expiration Date end of the Escrow Claim Period until such time as such Indemnification Claim claim is fully and finally resolved. For resolved and a number of the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply Base Escrow Shares equal to the matters contemplated quotient of (i) the amount of Damages sought by Section 6.2(b), the Indemnitee in good faith divided by (c), (dii) and (e). (b) Survival the Exchange Ratio Price shall continue to be held in escrow pursuant to the terms of Section 2 Representations10. The All representations and warranties set forth in Section 2 (made by Parent and Merger Sub shall terminate and expire as of the “Section 2 Representations”) shall survive the Closing Effective Time, and shall expire, together any liability of Parent and Merger Sub with any right respect to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expireswarranties shall thereupon cease. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any All of the representations covenants, agreements and warranties set forth obligations of the parties contained in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice this Agreement shall survive the expiration date (y) until fully performed or fulfilled, unless non-compliance with such time as such Indemnification Claim covenants, agreements or obligations is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.waived in

Survival of Representations, Etc. (a) Survival The representations and warranties made by the Company and the Principal Shareholder in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Article 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire at 11:59 p.m. Pacific Time on the final day of Section 3 Representations. Each of the Initial Escrow Period; provided, however, that (i) the representations and warranties set forth in Section 3 2.12, Section 2.14, Section 2.15, Section 2.16, Section 2.23 and Section 2.27 shall survive until the Closing and shall expireexpiration of the relevant statute of limitations, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”ii) based on any alleged inaccuracy in or breach of such the representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations warranties set forth in Section 3 2.3 shall expiresurvive indefinitely, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), iii) if, at any time prior to expiration of the applicable Expiration Daterepresentations and warranties, Purchaser (acting in good faith) any Indemnitee delivers to Seller the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim representation or warranty underlying the claim asserted in such notice shall survive the applicable Expiration Date end of the Initial Escrow Period until such time as such Indemnification Claim claim is fully and finally resolved. For , and (iv) if the avoidance Indemnifying Party actually knew, on or prior to the Closing Date, of doubtany fact, event or circumstance that constitutes or that has given rise or could be expected to give rise, directly or indirectly, to any breach of any representation or warranty of the time limitations Indemnifying Party set forth in this Section 6.1 Agreement, the Company Compliance Certificate or in any other document, certificate, schedule or instrument delivered or executed in connection with the transaction contemplated hereby without disclosing such fact, event or circumstance on the Company Disclosure Schedule, then such representation or warranty shall not apply expire, but rather shall remain in full force and effect for an unlimited period of time (regardless of whether any claim notice relating to such representation or warranty is ever given). All of the matters contemplated covenants, agreements and obligations of the parties contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by Section 6.2(b)the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, (c), (d) until the expiration of the relevant statute of limitations. All representations and (e)warranties made by Parent and Merger Sub shall terminate and expire at the Effective Time. (b) Survival The representations, warranties, covenants and obligations of Section 2 Representationseach party, and the rights and remedies that may be exercised by the Indemnitees or the Company Shareholders' Representative on behalf of the Company shareholders, shall not be limited or otherwise affected by or as a result of any information furnished to (other than information contained in the Company Disclosure Schedule), or any investigation made by or knowledge of, any of such parties. The representations parties recognize and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date agree that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 also operate as bargained for promises and setting forth in reasonable detail risk allocation devices and that, accordingly, any party's knowledge, and the basis for Purchaser’s belief that such an inaccuracy waiver of any condition based on the accuracy of any representation or breach may exist and asserting an Indemnification Claim warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification or payment of Damages pursuant to this Article 9, or other remedy based on such alleged inaccuracy or breachrepresentations, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c)covenants, if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedobligations.

Survival of Representations, Etc. (a) Survival of Subject to Section 3 Representations. Each of 8.1(d), (i) the representations and warranties set forth in Section 3 shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 of Seller (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of including the representations and warranties set forth in Section 2 and setting the representations and warranties set forth in reasonable detail Seller Closing Certificate), and any claim for a breach of a covenant or obligation required to be performed by Seller prior to the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breachClosing, then the Indemnification Claim asserted in such notice shall survive the Closing and shall expire on the second anniversary of the Closing Date, and (ii) each covenant and obligation required to be performed after the Closing by Seller shall survive the Closing and, if such covenant or obligation has an express termination date, shall expire on such termination date; provided, however, that if a Claim Notice (as defined in Schedule 10.9(c)) with respect to a particular representation, warranty or breach of a covenant or obligation of or by Seller is given to Seller on or prior to the applicable expiration date date, then, notwithstanding anything to the contrary contained in this Section 8.1(a), such representation, warranty or claim for breach shall not so expire with respect to the claim or claims described in such Claim Notice, but rather shall remain in full force and effect with respect to such claim or claims until such time as such Indemnification claim or claims (including any indemnification claim asserted by any Purchaser Indemnified Person under Section 8.2) have been fully and finally resolved. The representations and warranties set forth in Section 3, and any claim for a breach of a covenant or obligation required to be performed by Purchaser prior to the Closing, shall expire on the second anniversary of the Closing Date, and each covenant and obligation required to be performed after the Closing by Purchaser shall survive the Closing and, if such covenant or obligation has an express termination date, shall expire on such termination date; provided, however, that if a Claim Notice with respect to a particular representation or warranty or breach of a covenant or obligation of Purchaser or Parent is given to Purchaser or Parent on or prior to the applicable expiration date, then, notwithstanding anything to the contrary contained in this Section 8.1(a), such representation, warranty or claim for breach shall not so expire with respect to the claim or claims described in such Claim Notice, but rather shall remain in full force and effect with respect to such claim or claims until such time as such claim or claims (including any indemnification claim asserted by any Seller Indemnified Person under Section 8.3) have been fully and finally resolved. (cb) Survival The representations, warranties, covenants and obligations of Section 4 Representations. Each Seller, and the rights and remedies that may be exercised by the Purchaser Indemnified Persons, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the representations and warranties Purchaser Indemnified Persons or any of their Representatives, except as set forth in Section 4 shall survive the Closing and shall expireDisclosure Schedule. The representations, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of Purchaser and Parent, and the date rights and remedies that is 60 days following may be exercised by the date on which the statute Seller Indemnified Persons, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c)any information furnished to, ifor any investigation made by or any knowledge of, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties Seller Indemnified Persons or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule shall be deemed to be a representation and warranty made by Seller in this Agreement. (d) Nothing contained in this Section 4 and setting forth 8.1 or elsewhere in reasonable detail the basis this Agreement shall limit any rights or remedy of any Purchaser Indemnified Person or any Seller Indemnified Person for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim claims based on such alleged inaccuracy fraud or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedwillful misconduct.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach expire at the end of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”)Escrow Period; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Dateend of the Escrow Period, Purchaser (acting in good faith) any Indemnitee delivers to Seller the Company Stockholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim representation or warranty underlying the claim asserted in such notice shall survive the applicable Expiration Date end of the Escrow Period until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the avoidance Effective Time, and any liability of doubt, the time limitations set forth in this Section 6.1 Parent or Merger Sub with respect to such representations and warranties shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)thereupon cease. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives; provided, however, that Parent shall be deemed to have knowledge of the information specifically included in the Company Disclosure Schedule on the date that is 60 days following of this Agreement, excluding any information included in any updates to the Company Disclosure Schedules after the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement. (c) Survival For purposes of this Section 4 Representations. Each 9, each statement or other item of the representations and warranties information set forth in Section 4 the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Company in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of Except as otherwise provided herein, (i) the representations and warranties set forth in Section 3 Fundamental Representations shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 expire on the [***] (such a claim, an the “Indemnification ClaimFR Expiration Date”) based on any alleged inaccuracy in or breach of such and (ii) the representations and warranties, on warranties made by the date that is eighteen months after Company in all other sections of Article III and in the Company Closing Certificate shall survive the Closing Date and expire [***] (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable FR Expiration Date or General Expiration Date, Purchaser (acting in good faith) as applicable, any Indemnitee delivers to Seller the Equityholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation or breach may exist warranty and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e).[***] (b) Survival The representations, warranties, covenants and obligations of Section 2 Representations. The representations the Company, and warranties the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, any investigation made by or knowledge of, or any waiver by any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in Section 2 the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement. (d) The Parties acknowledge and agree that if the “Section 2 Representations”) shall survive the Closing and shall expireSurviving Corporation suffers, together incurs or otherwise becomes subject to any Damages as a result of or in connection with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantiesany representation, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)warranty, ifcovenant or obligation, at any time prior to such expiration date, Purchaser then (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of without limiting any of the representations rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that connection with such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Except for the indemnification made pursuant to Section 3 Representations. Each of 10.11, the representations and warranties made by the Company (including the representations and warranties set forth in Section 3 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is expire eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to eighteen months after the applicable Expiration Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Escrow Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim based on a claim for recovery under Section 10.2 attributable to such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive eighteen months after the applicable Expiration Date Closing until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties made by the Parent and Merger Sub (including the representations and warranties set forth in Section 2 (4 and the “Section 2 Representations”representations and warranties set forth in the Parent Closing Certificates) shall survive the Closing and shall expireexpire eighteen months after the Closing Date; provided, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantieshowever, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration dateeighteen months after the Closing Date, Purchaser any holder of Company Common Stock, Vested Company Options or Unvested Company Options immediately prior to the Closing Date (acting in good faith) delivers to Seller the Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by the Parent or Merger Sub (and setting forth in reasonable detail the basis for Purchaser’s such person's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim based on a claim with respect thereto attributable to such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive eighteen months after the expiration date Closing until such time as such Indemnification Claim claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each The representations, warranties, covenants and obligations of the representations Company, and warranties the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. The representations, warranties, covenants and obligations of the Parent and Merger Sub, and the rights and remedies that may be exercised by the holders of Company Common Stock, Vested Company Options and Unvested Company Options immediately prior to the Closing Date, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of such holders of Company Common Stock, Vested Company Options or Unvested Company Options s or any of their Representatives. (d) For purposes of this Agreement, each statement or other item of information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be (or, as applicable, to modify) a representation and warranty made by the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Company in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the 10.1.1 The representations and warranties set forth made by Seller in Section 3 5 or in any other Transaction Document, including those made in Sections 5.1 (ORGANIZATION AND QUALIFICATION), 5.2 (AUTHORITY; NO VIOLATION; DUE EXECUTION; ETC.), 5.3 (CONSENTS), 5.6 (TAXES), 5.8.1 and 5.8.2 (TITLE TO PROPERTIES) and 5.9.2, 5.9.3 and 5.9.4 and 5.9.8 (INTELLECTUAL PROPERTY) (collectively, the "FUNDAMENTAL REPRESENTATIONS"), shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach expire at the end of such representations and warranties, on the date that is eighteen months after the Closing Date Second Earnout Period (the “General Termination Date”"TERMINATION DATE"); providedPROVIDED, howeverHOWEVER, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Termination Date, Purchaser (acting in good faith) any Buyer Indemnitee delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by it (and setting forth in reasonable detail the basis for Purchaser’s its belief that such an incompleteness, inaccuracy or breach may exist exist) and asserting an Indemnification Claim based on such alleged inaccuracy or breacha claim for recovery under this Section 10, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim Termination Date; PROVIDED FURTHER that a claim for recovery in connection therewith, if not resolved by mutual consent, is fully and finally resolved. For filed with a competent court by the avoidance of doubt, Buyer Indemnitee within three (3) months after the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)Termination Date. (b) Survival of Section 2 Representations. 10.1.2 The representations and warranties set forth made by Parent and Buyer in Section 2 (the “Section 2 Representations”) 6 shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date Termination Date; PROVIDED, HOWEVER, that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration datethe Termination Date, Purchaser (acting in good faith) any Seller Indemnitee delivers to Seller Buyer a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by it (and setting forth in reasonable detail the basis for Purchaser’s its belief that such an incompleteness, inaccuracy or breach may exist exist) and asserting an Indemnification Claim based on such alleged inaccuracy or breacha claim for recovery under this Section 10, then the Indemnification Claim claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert Termination Date; PROVIDED FURTHER that a claim for recovery based on any alleged inaccuracy in or breach of such representations connection therewith, if not resolved by mutual consent, is filed with a competent court by the Seller Indemnitee within three (3) months after the Termination Date. 10.1.3 All covenants and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any agreements of the representations parties contained in this Agreement and warranties set forth in Section 4 the Transaction Documents shall not survive the Closing; except that any such covenants and setting forth in reasonable detail agreements that, by their terms, are to have effect or to be performed after the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice Closing shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedin accordance with their terms.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen expire fifteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration fifteenth month following the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Securityholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 in accordance with the Escrow Agreement based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive past the applicable Expiration Date fifteen-month period following the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The All representations and warranties set forth in Section 2 (the “Section 2 Representations”) made by Parent and Merger Sub shall survive the Closing and shall expireexpire nine months after the Closing Date. (b) The representations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the Company (as modified by the Disclosure Schedule delivered as of the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(bAgreement), ifand the rights and remedies that may be exercised by the Indeninitees, at shall not be limited or otherwise affected by or as a result of any time prior to such expiration dateinformation furnished to, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. The representations and warranties set forth in Section 2 of the Parent and setting forth in reasonable detail the basis for Purchaser’s belief rights and remedies that such an inaccuracy may be exercised by the Company Shareholders shall not be limited or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy otherwise affected by or breachas a result of the information furnished to, then or any investigation made by or knowledge of, any of the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedCompany Shareholders or any of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Company in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth and other obligations made by Seller in Section 3 this Agreement shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on until the date that is eighteen twelve (12) months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) Date any Indemnitee delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation, warranty, covenant or breach may exist other obligation and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Notwithstanding the avoidance of doubtforegoing, the time limitations set forth all representations and warranties made by Seller in this Section 6.1 Agreement shall not apply to survive indefinitely in the matters contemplated event of fraud or willful or intentional misrepresentation by Section 6.2(b), (c), (d) and (e)Seller or any of its Representatives. (b) Survival of Section 2 Representations. The All representations and warranties made by Purchaser in this Agreement and in any certificate or other writing delivered at the Closing shall terminate and expire as of the Closing, and any liability of Purchaser with respect to such representations and warranties shall thereupon cease, except in the case fraud or willful or intentional misrepresentation, in which case all representations and warranties of Purchaser shall survive indefinitely. (c) The representations, warranties, covenants and obligations of Seller, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished or made available to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (d) For purposes of this Agreement, each statement or other item of information set forth in Section 2 the Disclosure Schedule shall be deemed to be a representation and warranty made by Seller in this Agreement. (the “Section 2 Representations”e) shall survive the Closing The parties acknowledge and shall expireagree that if any Acquired Company suffers, together incurs or otherwise becomes subject to any Damages as a result of or in connection with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantiesany representation, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)warranty, ifcovenant or obligation, at any time prior to such expiration date, Purchaser then (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of without limiting any of the representations rights of such Acquired Company as an Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the stock of such Acquired Company, to have incurred Damages as a result of and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that connection with such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by QSG and each Shareholder (including the representations and warranties set forth in Section 2 and 3 and the representations and warranties set forth in the Closing Certificates) shall survive the Closing and shall expiresurvive and remain in full force and effect until the earlier of (i) March 31, together with any right to assert a claim for recovery under Section 6.2 1999, and (such a claim, an “Indemnification Claim”ii) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which Parent files its 1998 annual report on Form 10-K with the statute SEC for the fiscal year ending December 31, 1998 (except for Sections 2.14 and 2.16, which each shall survive until the expiration of their respective statutes of limitations applicable thereto expires (each such dateand except for Section 3.2, a “Fundamental Representation Termination Date” andwhich shall survive for an unlimited period of time); PROVIDED, together with the General Termination DateHOWEVER, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), that if, at any time prior to the expiration of the applicable Expiration Datesurvival period, Purchaser any Indemnitee (acting in good faith) delivers to Seller the QSG or such Shareholder a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by QSG or such Shareholder (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date survival period until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth made by Parent and Merger Sub in Section 2 (the “Section 2 Representations”) 4 shall survive until the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach later of such representations and warranties, on (i) 30 days after the date of filing of Parent's Form 10-K for the year ended December 31, 1998 and (ii) April 30, 1999; PROVIDED, HOWEVER, that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to the expiration of such expiration datesurvival period, Purchaser the Shareholders (acting in good faith) delivers deliver to Seller the Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by Parent (and setting forth in reasonable detail the basis for Purchaser’s the Shareholders' belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date survival period until such time as such Indemnification Claim claim is fully and finally resolved. (cb) Survival The representations, warranties, covenants and obligations of Section 4 Representations. Each QSG and each Shareholder, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the representations and warranties Indemnitees or any of their Representatives. For purposes of this Agreement, each statement or other item of information set forth in Section 4 the 35. Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by QSG and the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Shareholders in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company and the Shareholders (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent (as defined in Section 11.1 below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company and the Shareholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The All representations and warranties set forth in Section 2 (the “Section 2 Representations”) made by Parent shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date first anniversary of the Closing Date, provided, however, that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration datethe first anniversary of the Closing Date, Purchaser any Shareholder (acting in good faith) delivers to Seller the Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by the Parent (and setting forth in reasonable detail the basis for Purchaser’s such Shareholder's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. (b) The representations, warranties, covenants and obligations of the Company and the Shareholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, except as otherwise provided herein. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing Company and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy the Shareholders in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties contained in this Agreement, the Related Agreements, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in Section 3 Article 3, Article 4, and Article 5) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire at 11:59 p.m. Eastern Time on the date that is eighteen months after the Closing Date (the “General Termination Date”)one-year anniversary of this Agreement; provided, however, that the Seller Fundamental Representations set forth in Section 3 and the Acquiror Fundamental Representations shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations survive the Closing and warranties, shall expire at 11:59 p.m. Eastern Time on the date that is 60 days following later of (i) the date on which five-year anniversary of this Agreement and (ii) the expiration of the applicable statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration DateSurvival Period”). Notwithstanding the preceding sentence of this Section 6.1(a), ifIf, at any time prior to the applicable Expiration Dateexpiration of the Survival Period, Purchaser (acting in good faith) any Indemnitee delivers to Seller an Indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and or warranties set forth in Section 3 of the Indemnifying Party (and setting forth in reasonable detail the basis for Purchasersuch Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under this Article 9 based on such alleged inaccuracy or breach, then the Indemnification Claim representation or warranty underlying the claim asserted in such notice shall survive the applicable Expiration Date end of the Survival Period until such time as such Indemnification Claim claim is fully and finally resolved. For All of the avoidance covenants, agreements and obligations of doubt, the time limitations set forth parties contained in this Section 6.1 Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not apply to fully performed or fulfilled, until the matters contemplated by Section 6.2(b), (c), (d) and (e)expiration of the relevant statute of limitations. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (inclusive of the “Section 2 Representations”) Disclosure Schedules), covenants and obligations of each party, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing and shall expirenot be limited or otherwise affected by or as a result of any information furnished to, together with or any right to assert an Indemnification Claim based on investigation made by or knowledge of, any alleged inaccuracy in or breach of such representations parties. The parties recognize and warranties, on the date agree that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 also operate as bargained for promises and setting forth in reasonable detail risk allocation devices and that, accordingly, any party’s knowledge, and the basis for Purchaser’s belief that such an inaccuracy waiver of any condition based on the accuracy of any representation or breach may exist and asserting an Indemnification Claim warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification or payment of Damages pursuant to this Article 9, or other remedy based on such alleged inaccuracy or breachrepresentations, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expirescovenants, and obligations. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.62

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Seller and the Principal Shareholder (including the representations and warranties set forth in Section 3 the Company Closing Certificate) shall survive the Closing until the end of twenty-four (24) months following the Closing Date, provided that representations and shall expire, together warranties with respect to intellectual property rights (including any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy rights of third parties in or breach to the Purchased Assets) shall survive for a period of such representations and warranties, on the date that is eighteen months after five (5) years following the Closing Date Date, if made by the Seller, and for a period of three (3) years following the Closing Date, if made by the Principal Shareholder (the “General Termination Date”"Survival Period"); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration DateSurvival Period, Purchaser any Indemnitee (acting in good faith) delivers to the Seller and/or to a Principal Shareholder (as applicable) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company and/or the Principal Shareholder (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date Survival Period until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (b) The representations, warranties, covenants and obligations of the Company and the Principal Shareholder, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing Seller and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy the Principal Shareholder in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth made by the Company and the Shareholders in Section 3 this Agreement and in each of the other agreements, certificates and instruments delivered to Parent pursuant to or in connection with the transactions contemplated by this Agreement shall survive the Closing and shall expire, together with any the Parent Indemnitees' (as defined below) right to assert a claim seek indemnification for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warrantiesbreaches thereto pursuant to this Article X, on the date second anniversary of the Closing Date, except that is eighteen months (i) representations and warranties contained in Section 4.14 (relating to Environmental Matters) shall not expire until the fifth anniversary of the Closing Date, (ii) the representations and warranties contained in Sections 4.12 (relating to Employee Benefit Plans) and 4.11 (relating to Taxes) shall not expire until ninety (90) days after the Closing Date relevant statute of limitations expires and the representations and warranties contained in 4.1 (relating to Organization and Qualification), 4.2 (relating to Capitalization), 4.4 (relating to Authority; Non-Contravention; Approvals), and 4.17 (relating to Brokers and Finders) shall survive indefinitely (as applicable, the “General Termination "Shareholder Expiration Date”"); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Shareholder Expiration Date, Purchaser any Parent Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company and any Shareholder (and setting forth in reasonable detail the basis for Purchaser’s such Parent Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Shareholder Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall made by Parent and Subsidiary survive the Closing and shall expire, together with any the Shareholder Indemnitees' right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantiesseek indemnification for breaches thereto pursuant to this Article X, on the date second anniversary of the Closing Date, except that is 60 days following the date on which representations and warranties contained in Section 5.1 (relating to Organization) and 5.2 (relating to Authority) shall survive indefinitely (as applicable, the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b"Parent Expiration Date"); provided, however, that if, at any time prior to such expiration datethe applicable Parent Expiration Date, Purchaser any Shareholder Indemnitee (acting in good faith) delivers to Seller Parent a written notice alleging the existence of an any inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by Parent and Subsidiary (and setting forth in reasonable detail the basis for Purchaser’s such Shareholder Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 10.4 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date applicable Parent Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. (cb) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Company Disclosure Schedule shall survive be deemed to be a part of the Closing representation and warranty made by the Company in this Agreement. (c) No limitation or condition of liability provided in this Article X shall expire, together with apply to any right to assert a claim for recovery based on any alleged inaccuracy in misrepresentation or breach of warranty contained herein if such representations misrepresentation or breach of warranty was made willfully or with intent to deceive, or breach of the covenants and warranties, on agreements under this Agreement or in any statement or certificate furnished or to be furnished pursuant hereto or in connection with the date that is 60 days following the date on which the statute transactions contemplated hereby. For purposes of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging determining the existence of an inaccuracy in or a any misrepresentation, breach of warranty, or nonfulfillment of any covenant or agreement, or calculating the amount of the representations any Damages incurred in connection with any such misrepresentation, breach of warranty, or nonfulfillment of any covenant or agreement, any and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy all references to material or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy Company Material Adverse Effect (or breach, then the Indemnification Claim asserted in such notice other correlative terms) shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedbe disregarded.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Company’s Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Agent (as defined in Section 10.1 below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchasersuch Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (cb) Survival of Section 4 Representations. Each of the The representations and warranties set forth made by Parent, Merger Sub and Merger LLC in Section 4 3 hereof shall survive expire at the Closing and shall expireany liability of Parent, together Merger Sub or Merger LLC with any right respect to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expireswarranties shall thereupon cease. Notwithstanding the preceding sentence foregoing, nothing in this Agreement shall preclude the Stockholders’ Agent or the Merger Stockholders from pursuing a claim against Parent, Merger Sub or Merger LLC under applicable Legal Requirements, including, without any limitation, remedies available under Rule 10b-5 promulgated under the Exchange Act. (c) The representations, warranties, covenants and obligations of this Section 6.1(c)the Company, ifand the rights and remedies that may be exercised by the Indemnitees, at shall not be limited or otherwise affected by or as a result of any time prior to such expiration dateinformation furnished to, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any investigation made by or knowledge of, any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the (i) The representations and warranties set forth made by the Company in Section 3 this Agreement shall survive the Closing and shall expire, together with any right to assert for a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach period of such representations and warranties, on the date that is eighteen 12 months after from the Closing Date (the 12-month period during which the Company’s representations and warranties survive being herein referred to as the “General Termination DateEscrow Claim Period”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Dateend of the Escrow Claim Period, Purchaser (acting in good faith) any Indemnitee delivers to Seller the Company Stockholders’ Representative a written notice alleging in good faith the existence of an inaccuracy in or a breach of any of the representations and warranties set forth made by the Company in Section 3 2 of this Agreement (and setting forth in reasonable detail the basis for Purchasersuch Indemnitee’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim in good faith a claim for recovery under Section 10.2 based on such alleged inaccuracy or breachbreach (which notice, the parties acknowledge and agree, may be in the form of a Claim Notice, the contents and delivery of which satisfy the content and delivery requirements of an Escrow Claim Notice pursuant to Section 10.5 below, or an Escrow Claim Notice (as defined below)), then the Indemnification Claim representation or warranty underlying the claim asserted in such notice shall survive the applicable Expiration Date end of the Escrow Claim Period until such time as such Indemnification Claim claim is fully and finally resolvedresolved and a number of the Base Escrow Shares equal to the quotient of (i) the amount of Damages sought by the Indemnitee in good faith divided by (ii) the Exchange Ratio Price shall continue to be held in escrow pursuant to the terms of Section 10. For All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the avoidance Effective Time, and any liability of doubtParent and Merger Sub with respect to such representations and warranties shall thereupon cease. All of the covenants, agreements and obligations of the time limitations set forth parties contained in this Section 6.1 Agreement shall survive (y) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (z) if not apply to fully performed or fulfilled, until the matters contemplated by Section 6.2(b), (c), (d) and (e)expiration of the relevant statute of limitations. (b) Survival The representations, warranties, covenants and obligations of Section 2 Representationsthe Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. The representations parties hereto recognize and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date agree that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 also operate as bargained for promises and setting forth in reasonable detail risk allocation devices and that, accordingly, any party’s knowledge, and the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim waiver of any condition based on such alleged inaccuracy the accuracy of any representation or breachwarranty, then or on the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival performance of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together or compliance with any covenant or obligation, shall not affect the right to assert a claim for recovery based on any alleged inaccuracy in indemnification or breach payment of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of Damages pursuant to this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved10.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after eighteen-month anniversary of the Closing Date (the “General "Initial Termination Date”"); provided, however, that except for the Fundamental Representations representations and warranties set forth in Section 3 2.14, which shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is 60 days following later of (i) the date on which thirty-six month anniversary of the Closing Date and (ii) the expiration of every statute of limitations applicable thereto expires to the matters referenced in Section 2.14 (each the later of such datetwo dates, a “Fundamental Representation the "Extended Termination Date” and, together with the General Termination Date, the “Expiration Date”"). Notwithstanding the preceding sentence of this Section 6.1(a), ifIf, at any time prior to the applicable Expiration eighteen-month anniversary of the Closing Date (or, with respect to the representations and warranties contained in Section 2.14, the Extended Termination Date), Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Representative (as defined in Section 2.2 of the Holder Agreement) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Initial Termination Date (or, with respect to the representations and warranties contained in Section 2.14, the Extended Termination Date) until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Parent and Merger Subs shall terminate and expire as of the avoidance Effective Time of doubtMerger I, the time limitations set forth in this Section 6.1 and any liability of Parent or Merger Subs with respect to such representations and warranties shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)thereupon cease. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the date Company, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Company in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth and other obligations made by the Sellers in Section 3 this Agreement shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on until the date that is eighteen twelve (12) months after following the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, (the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a)foregoing, if, if at any time prior to the applicable respective Expiration Date, Purchaser (acting in good faith) Date any Indemnitee delivers to Seller the Sellers a written notice alleging the existence of an inaccuracy in or a breach misrepresentation of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representation, warranty, covenant or breach may exist other obligation and asserting an Indemnification Claim a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, misrepresentation then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Notwithstanding the avoidance of doubtSellers will not be liable to any Indemnitee to the extent that the Damages relates to matters disclosed in the Disclosure Schedule. Notwithstanding the foregoing, all representations and warranties made by the time limitations set forth Sellers in this Section 6.1 Agreement shall not apply to survive indefinitely in the matters contemplated event of fraud or willful or intentional misrepresentation by Section 6.2(b), (c), (d) and (e)the Sellers or any of its Representatives. (b) Survival of Section 2 Representations. The All representations and warranties set forth made by Purchaser in Section 2 (the “Section 2 Representations”) shall survive this Agreement and in any certificate or other writing delivered at the Closing shall terminate and shall expireexpire as of the Closing, together and any liability of Purchaser with any right respect to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warrantieswarranties shall thereupon cease, on except in the date that is 60 days following the date on case fraud or willful or intentional misrepresentation, in which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the case all representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice of Purchaser shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedindefinitely. (c) Survival of Section 4 Representations. Each The representations, warranties, covenants and obligations of the representations Sellers, and warranties the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished, or made available to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives other than as set out in the Disclosure Schedule. (d) For purposes of this Agreement, each statement or other item of information set forth in Section 4 the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing Sellers in this Agreement that is deemed to be accepted and shall expireacknowledged by the Purchaser of its awareness to the information. (e) The parties acknowledge and agree that if any Acquired Company suffers, together incurs or otherwise becomes subject to any Damages as a result of or in connection with any right to assert a claim for recovery based on misrepresentation of any alleged inaccuracy in representation, warranty, covenant or breach of such representations and warrantiesobligation, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller then (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of without limiting any of the representations rights of such Acquired Company as an Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the shares of such Acquired Company, to have incurred Damages as a result of and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that connection with such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by Scitex Vision and Seller (including the representations and warranties set forth in Section 2 and 3 and the representations and warranties of such persons set forth in any closing certificate) are deemed to be made on the date of this Agreement and at the Closing, and shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Termination Date, Purchaser (acting in good faith) any Aprion Indemnitee delivers to Seller a written notice alleging the existence of an incompleteness of, inaccuracy in or a breach of any of the representations and warranties made by Scitex Vision or Seller (and setting forth in reasonable detail the basis for such Aprion Indemnitee’s belief that such an incompleteness, inaccuracy or breach may exist) and asserting a claim for recovery under this Section 10 based on such alleged incompleteness, inaccuracy or breach, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved and provided, further, that with respect to the representations and warranties contained in Sections 2.3, 3.1 and 3.2, the Termination Date shall be the earlier of (i) expiration date of the applicable statute of limitations and (ii) closing of an IPO of Aprion. (b) The representations, warranties, covenants and obligations of Scitex Vision and Seller, and the rights and remedies that may be exercised by Aprion Indemnitee, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of Aprion Indemnitees or any of their Representatives. Notwithstanding the foregoing, unless otherwise agreed in writing, the waiver of any Closing conditions by Aprion shall be deemed as waiver of the rights and/or remedies with respect to the subject matter of such waiver. (c) The representations and warranties made by Aprion (including the representations and warranties set forth in Section 4 and the representations and warranties of Aprion set forth in any closing certificate) are deemed to be made on the date of this Agreement and at the Closing, and shall survive the Closing and shall expire on the Termination Date; provided, however, that if, at any time prior to the Termination Date, Seller delivers to Aprion a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated made by Section 6.2(b), Aprion (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under this Section 10 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date Termination Date until such time as such Indemnification Claim claim is fully and finally resolvedresolved and provided, further, that with respect to the representations and warranties contained in Sections 4.3 and 4.19(a), the Termination Date shall be the earlier of (i) expiration date of the applicable statute of limitations and (ii) closing of an IPO of Aprion. (d) The representations, warranties, covenants and obligations of Aprion, and the rights and remedies that may be exercised by Seller, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Seller or any of its Representatives. Notwithstanding the foregoing, unless otherwise agreed in writing, the waiver of any Closing conditions by Seller shall be deemed as waiver of the rights and/or remedies with respect to the subject matter of such waiver.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of (i) The representations and warranties made by the Founders (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Founders' Closing Certificate), other than the representations and warranties made by the Founders set forth in Section 2.9 (the "IP REPRESENTATION") (including the representations and warranties relating to the IP Representation set forth in the Founders' Closing Certificate, if any), shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen 12 months after the Closing Date (the “General Termination Date”"EXPIRATION DATE"); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Founders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 11.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For ; and (ii) the avoidance of doubt, IP Representation (including the time limitations representations and warranties relating to the IP Representation set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b)Founders' Closing Certificate, (c), (d) and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”if any) shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is 60 days following 24 months after the date on which Closing Date (the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b"IP EXPIRATION DATE"); provided, however, that if, at any time prior to such expiration datethe IP Expiration Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the IP Representation (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 11.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the IP Expiration Date until such time as such claim is fully and finally resolved. (b) The representations and warranties made by the Selling Stockholders (consisting solely of the representations and warranties set forth in Section 3 and the representations and warranties set forth in the Selling Stockholders' Closing Certificate) shall survive the Closing and shall expire on the Expiration Date; provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by the Selling Stockholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 11.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the All representations and warranties set forth in Section 4 made by the Purchaser shall survive terminate and expire as of the Closing Date, and shall expire, together any liability of the Purchaser with any right respect to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties shall thereupon cease. (d) The representations, warranties, on covenants and obligations of the date Founders, the Company and the Selling Stockholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (e) If any Indemnitee has or claims to have incurred or suffered Damages for which it is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of or may be entitled to indemnification, compensation or reimbursement under this Section 6.1(c11 (an "INDEMNIFICATION CLAIM"), if, at any time prior to such expiration date, Seller Indemnitee (acting in good faith) delivers to Purchaser shall deliver a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties or covenants made in this Agreement (a "CLAIM NOTICE") to the Stockholders' Agent on or prior to the Expiration Date or the IP Expiration Date, as applicable. Each Claim Notice (i) shall contain a brief description of the circumstances supporting such Indemnitee's belief that there is or has been a breach of a representation, warranty or covenant contained in this Agreement or that such Indemnitee is otherwise entitled to indemnification, compensation or reimbursement under this Section 11 and (ii) shall contain a non-binding, preliminary, good-faith estimate of the amount of Damages such Indemnitee claims to have so incurred or suffered (the "CLAIMED AMOUNT"). Subject to Sections 11.1(a), 11.3 and 11.7 and the other applicable limitations set forth in this Section 4 and setting forth in reasonable detail 11, the basis for Seller’s belief Purchaser shall be entitled to hold back an amount equal to the Claimed Amount from the Milestone payments that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breachthe Purchaser is required to pay to the Selling Stockholders pursuant to Section 1.3 (collectively, then the "MILESTONE PAYMENTS") until the validity of the Indemnification Claim asserted is resolved by arbitration or otherwise. (f) For purposes of this Agreement, (i) each statement or other item of information set forth in such notice the Founders' Disclosure Schedule or in any update to the Founders' Disclosure Schedule shall survive be deemed to be a representation and warranty made by the expiration date until such time as such Indemnification Claim is fully Company in this Agreement; (ii) each statement or other item of information set forth in any Selling Stockholder's Disclosure Schedule or in any update to any Selling Stockholder's Disclosure Schedule shall be deemed to be a representation and finally resolvedwarranty made by the Selling Stockholders in this Agreement; and (iii) each statement or other item of information set forth in the Purchaser Disclosure Schedule or in any update to the Purchaser Disclosure Schedule shall be deemed to be a representation and warranty made by the Purchaser in this Agreement.

Survival of Representations, Etc. (a) Survival The representations and warranties of Section 3 Representations. Each of the Company (including the representations and warranties set forth in Section 3 2 shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy continue in or breach of such representations full force and warranties, on effect until the date that is eighteen 18 months after the Closing Date (the “General Termination Date”); provided, however, that all representations and warranties regarding infringement, misappropriation or violation of Intellectual Property Rights, including the Fundamental Representations representations and warranties set forth in Section 3 2.9(g), shall expire, together with any right to assert an Indemnification Claim based not expire on any alleged inaccuracy such date but rather shall continue in or breach full force and effect until the third anniversary of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Closing Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding anything to the preceding sentence of contrary contained in this Section 6.1(a)Agreement, if, at any time prior to the expiration of the applicable Expiration Datesurvival period, Purchaser (acting in good faith) any Indemnitee delivers to Seller Founder a written notice Notice of Indemnification Claim (as defined below) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail of the basis for Purchaser’s belief that such an inaccuracy Company or breach may exist Founder and asserting an Indemnification Claim a claim for recovery under this Section 6 or the Escrow Agreement based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the expiration of the applicable Expiration Date survival period until such time as such Indemnification Claim claim is fully and finally resolved. For The continuing covenants and obligations of the avoidance of doubt, the time limitations Company and Founder set forth in this Section 6.1 Sections 4.1 and 4.2 shall not apply to survive indefinitely. The representations and warranties of Parent and Merger Sub shall terminate and expire as of the matters contemplated by Section 6.2(b), (c), (d) and (e)Effective Time. (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Closing and shall expirerepresentations, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of the date Company and Founder, and the rights and remedies that is 60 days following may be exercised by the date on which the statute Indemnitees, shall not be limited or otherwise affected by or as a result of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)any information furnished to, ifor any investigation made by or Knowledge of, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives. (c) Survival For purposes of Section 4 Representations. Each this Agreement, each statement or other item of the representations and warranties information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule shall survive be deemed to be a representation and warranty made by the Closing Company and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Founder in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the All representations and warranties set forth in Section 3 of VGI and the Stockholders shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, terminate on the date that Option Termination unless the Put Right is eighteen months after the Closing Date (the “General Termination Date”)exercised; provided, provided however, that if Corvas terminates the Fundamental Representations set forth in Section 3 shall expire, together with Option for any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations reason and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser or concurrent with such termination any Corvas Indemnitee (acting in good faith) delivers to Seller the Stockholders' agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Stockholders (and setting forth in reasonable detail the basis for Purchaser’s such Corvas Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 8.3 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date Option Termination until such time as such Indemnification Claim claim is fully and finally resolved. For If the avoidance of doubtPut Right is exercised, the time limitations only representations and warranties made by the exercising Stockholders shall be set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) Stockholders' Put Closing Certificate and (e). (b) Survival of Section 2 Representations. The representations and warranties set forth in Section 2 (the “Section 2 Representations”) shall survive the Put Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date first anniversary of the exercise of the Put Right; provided, however, that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such the expiration dateof any representations or warranties, Purchaser any Corvas Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 made by the Stockholders (and setting forth in reasonable detail the basis for Purchaser’s such Corvas Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 8.3 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved, provided that the Corvas Indemnitee pursues such resolution in good faith and with due diligence. (cb) Survival of Section 4 Representations. Each of the representations and warranties Except as otherwise expressly set forth in Section 4 shall survive this Option Agreement, the Closing and shall expirerepresentations, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on covenants and obligations of VGI and the date Stockholders, and the rights and remedies that is 60 days following may be exercised by the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c)Corvas Indemnitees, if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser shall not be limited or otherwise affected by or as a written notice alleging the existence of an inaccuracy in or a breach result of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy information furnished to, or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved.any

Survival of Representations, Etc. (aA) Survival of Section 3 Representations. Each of The representations and warranties made by Seller in this Agreement (including the representations and warranties set forth in Section 3 shall the Seller Closing Certificate) will survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen will expire 15 months after the Closing Date (the “General Termination "Survival Expiration Date”"); providedprovided that, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, if at any time prior to the applicable before Survival Expiration Date, Purchaser any Buyer Indemnitee (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach Breach of any of the representations and warranties set forth in Section 3 made by Seller (and setting forth in reasonable detail the basis for Purchasersuch Buyer Indemnitee’s belief that such an inaccuracy or breach may exist Breach exists) and asserting an Indemnification Claim a claim for recovery under Section 6 based on such alleged inaccuracy or breachBreach, then the Indemnification Claim claim asserted in such notice shall will survive the applicable Survival Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For The agreements, covenants and other obligations of the avoidance of doubt, parties will survive the time limitations set forth Closing in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)accordance with their respective terms. (bB) Survival Nothing contained in Section 6.1(A) or elsewhere in this Agreement will limit any rights or remedy of Section 2 Representations. any Buyer Indemnitee or any Seller Indemnitee for claims based on fraud. (C) The representations and warranties set forth in Section 2 (made by Seller, and the “Section 2 Representations”) shall survive covenants and obligations of Seller, and the Closing rights and shall expireremedies that may be exercised by the Buyer Indemnitees, together with will not be limited or otherwise affected by or as a result of any right to assert an Indemnification Claim based on information furnished to, or any alleged inaccuracy in investigation made by or breach of such representations and warrantiesknowledge of, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b), if, at any time prior to such expiration date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the Buyer Indemnitees or any of their Representatives. (D) The representations and warranties set forth in Section 2 made by Buyer, and setting forth in reasonable detail the basis for Purchaser’s belief covenants and obligations of Buyer, and the rights and remedies that such an inaccuracy may be exercised by the Seller Indemnitees, will not be limited or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy otherwise affected by or breachas a result of any information furnished to, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolved. (c) Survival of Section 4 Representations. Each of the representations and warranties set forth in Section 4 shall survive the Closing and shall expireor any investigation made by or knowledge of, together with any right to assert a claim for recovery based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy Seller Indemnitees or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedany of their Representatives.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by PhoneSoft and the Shareholders (including the representations and warranties set forth in Section 3 Sections 2 and 3) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); providedPROVIDED, howeverHOWEVER, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Shareholders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt, the time limitations set forth in this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e). (b) Survival With the exception of Section 2 Representations4.3, all representations and warranties made by Active Voice shall terminate and expire as of the Closing Date, and any liability of Active Voice with respect to such representations and warranties shall thereupon cease. The representations and warranties of Active Voice set forth in Section 2 (the “Section 2 Representations”) 4.3 shall survive the Closing and shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that which is 60 days eighteen (18) months following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(b)Closing Date; PROVIDED, HOWEVER, that if, at any time prior to such expiration date, Purchaser date any Shareholder (acting in good faith) delivers to Seller Active Voice a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2 4.3 (and setting forth in reasonable detail the basis for Purchaser’s such Shareholder's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim claim is fully and finally resolved. (c) Survival The representations, warranties, covenants and obligations of Section 4 Representations. Each PhoneSoft and the Shareholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the representations and warranties Indemnitees or any of their Representatives. (d) For purposes of this Agreement, each statement or other item of information set forth in Section 4 the Disclosure Schedule or in any update to the Disclosure Schedule 21. shall survive be deemed to be a representation and warranty made by PhoneSoft and the Closing and shall expire, together with any right to assert a claim for recovery based on any alleged inaccuracy Shareholders in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires. Notwithstanding the preceding sentence of this Section 6.1(c), if, at any time prior to such expiration date, Seller (acting in good faith) delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 4 and setting forth in reasonable detail the basis for Seller’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice shall survive the expiration date until such time as such Indemnification Claim is fully and finally resolvedAgreement.