Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the representations and warranties made by the Selling Shareholders in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) shall survive the Closing and, except for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling 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. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by of the Selling Shareholders Acquired Companies and the Seller contained in this Agreement Agreement, the Related Agreements, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in the Closing Certificate Article 2 and the Acquisition Consideration representations set forth in the Company Compliance Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Eastern Time on the first anniversary of the Closing Date (the “Expiration Date”)[…***…]; provided, however, that (i) the representations and warranties of the Acquired Companies and the Seller set forth in […***…] (collectively, the “Fundamental Representations”) shall survive until 60 days following the expiration of the applicable statute of limitations; and (ii) if, at any time prior to the Expiration Dateexpiration of the Escrow Period, any Purchaser Indemnitee (acting in good faith) delivers to the Selling Shareholders Seller a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and or warranties made by any of the Selling Shareholders Acquired Companies or the Seller (and setting forth in reasonable detail the basis for such Purchaser Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date end of the Escrow Period until such time as such claim is fully and finally resolved. Each All of the Specified Representations covenants, agreements and obligations of the parties contained in this Agreement shall survive (A) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing party or parties entitled to such performance or (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations applicable to the subject matter of such Specified Representationslimitations. The All representations and warranties made by the Purchaser shall not survive the ClosingClosing and shall expire at 11:59 p.m. Eastern Time on the final day of the Escrow Period. (b) The representations, warranties, covenants and obligations of the Selling Shareholderseach party, and the rights and remedies that may be exercised by the Purchaser 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 such parties. The parties recognize and agree that the Indemnitees representations and warranties 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 their RepresentativesDamages pursuant to this Article 9, or other remedy based on such representations, warranties, covenants, and obligations. (c) For Notwithstanding anything herein to the contrary, the representations and warranties of the Acquired Companies and the Seller contained in this Agreement shall, for purposes of the indemnifying parties’ obligations pursuant to this AgreementArticle 9, each statement be deemed to be made as of the date of this Agreement and as of the Closing Date (except to the extent any such representation or other item warranty expressly speaks of information an earlier date) without regard to any exceptions 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 Selling Shareholders in this AgreementCompany Compliance Certificate. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in this Agreement Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration representations set forth in the Company Compliance Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary final day of the Closing Date (the “Expiration Date”)Escrow Period; provided, however, that (i) the representations and warranties of the Company set forth in Section 2.5 (Capitalization) (the “Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date; and (ii) if, at any time prior to the Expiration Dateexpiration of the representations and warranties, any Indemnitee (acting in good faith) Indemnified Party delivers to the Selling Shareholders Stockholders’ Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the such representations and warranties made by any of (and setting forth in reasonable detail the Selling Shareholders basis for such Indemnified Party’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 8.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date end of the Escrow Period solely for the purpose of resolving such claim until such time as such claim is fully and finally resolved. Each The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser Company in this Agreement, the Company Disclosure Schedule or any other certificate, schedule or instrument delivered or executed in connection with the transactions contemplated hereby (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate), shall not survive in no way limit the Closingsurvival period of such representations and warranties set forth in the prior sentence of this Section 8.1(a). (b) All of the 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 (A) 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 (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. The Company’s disclosure to Parent or Merger Sub of a breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall in no way limit the survival period of such covenant, agreement or obligation set forth in the first sentence of this Section 8.1(b). (c) All representations and warranties made by Parent and Merger Sub shall terminate and expire upon the Closing Date. (d) The representations, warranties, covenants and obligations of the Selling Shareholderseach party, and the rights and remedies that may be exercised by the IndemniteesIndemnified Parties, 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 parties, other than to the Indemnitees extent set forth in the Company Disclosure Schedule. The parties recognize and agree that the representations and warranties also operate as bargained for promises and risk allocation devices and that, accordingly, any party’s knowledge, and, unless otherwise provided in writing by the parties hereto, 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 their RepresentativesLosses pursuant to this Section 8, or other remedy based on any inaccuracy in or breach of such representations, warranties, covenants, and obligations. (ce) For purposes of this AgreementSection 8, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Company in this Agreement. (d) Nothing . Notwithstanding anything herein to the contrary, the representations and warranties of the Company contained in this Agreement shall, for the purposes of the indemnifying parties’ obligations pursuant to this Section 10.1 8, be deemed to be made as of the Agreement Date and as of the Closing Date (except to the extent any such representation or elsewhere warranty expressly speaks of an earlier date) without regard to the exceptions set forth in this the Company Compliance Certificate or any update to the Company Disclosure Schedule provided after the Agreement shall limit any rights or remedy of any Indemnitee for claims based Date, but subject to the exceptions set forth in the Company Disclosure Schedule delivered on intentional misrepresentation or fraudthe Agreement Date.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), All of the representations and warranties made by the Selling Shareholders each party in this Agreement Agreement, the Ancillary Agreements, or in any attachment, exhibit, the Disclosure Schedules, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of (including and claims based upon or arising out of such representations and warranties may be asserted at any time before the date which shall be) twenty-four (24) months following the date hereof; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Organization of the Closing Certificate Sellers), 3.2 (Authorization), 3.8(a) (Title to Assets), 3.20 (No Brokers), 4.1 (Organization of Buyer), 4.2 (Authorization) and the Acquisition Consideration Certificate4.5 (No Brokers) shall survive indefinitely, (ii) the Closing andrepresentations and warranties set forth in Section 3.13 (Intellectual Property) shall survive for a period of thirty (30) months following the date hereof and (iii) the representations and warranties set forth in Section 3.18 (Tax Matters) shall survive until ninety (90) days following the expiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such Section (or, except for in the Specified Representationsabsence of an applicable statute of limitation, indefinitely). The Sellers shall expire at 11:59 p.m. U.S. Pacific Time be entitled to rely upon the representations and warranties of Buyer set forth in this Agreement and Buyer shall be entitled to rely on the first anniversary representations and warranties of the Closing Date (Sellers set forth in this Agreement. No claim for recovery of Damages incurred in connection with, arising out of, resulting from or incident to any breach of any representation or warranty or the “Expiration Date”)inaccuracy of any representation may be asserted by an indemnified party against an indemnifying party after such representation or warranty shall have expired; provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any termination of the representations and warranties made by provided herein shall not affect the rights of a party in respect of any of indemnification claim so long as such party gives written notice to the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties applicable indemnifying party with respect to such claim prior to the expiration of the applicable survival period provided for herein (and the applicable representations and warranties shall survive the Expiration Date until with respect to such time as such claim is fully claim). The covenants, agreements and finally resolved. Each obligations of the Specified Representations parties under this Agreement shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closingin accordance with their respective terms. (b) The representations, warranties, covenants and obligations of the Selling 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. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Company and the Designated Shareholders in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company's Closing Certificate and the Acquisition Consideration Designated Shareholders' Closing Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first six month anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration six month anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Selling Designated Shareholders a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Designated Shareholders (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date six month anniversary of the Closing until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by Parent and Merger Sub (including the Purchaser representations and warranties set forth in Section 3) shall not survive the ClosingClosing and shall expire on the six month anniversary of the Closing Date. (b) The representations, warranties, covenants and obligations of the Selling Company and the 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 information furnished to, or any investigation made by or knowledge of, 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 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Company and the Designated Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d12.1(c), the representations and warranties made by Horizon, the Selling Horizon Stockholders, Nitec and the Nitec Shareholders in this Agreement (including the representations and warranties set forth in the Nitec Closing Certificate and the Acquisition Consideration Horizon Closing Certificate) shall survive the Closing andand expire upon the earliest of (such earliest date, except for the Specified Representations, shall expire at “Expiration Date”): (i) 11:59 p.m. U.S. Pacific Time on the first twelve (12) month anniversary of the Closing Date Date, (ii) the date of the expiration of any “Expiration Date”)lock-up” or “market-standoff” period required by the underwriter(s) in connection with the consummation of the IPO and (iii) the date on which the holders of sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of preferred stock of Holdco, voting as a single class, and sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of common stock of Holdco, voting as a single class, agree in writing to terminate such survival; providedprovided such vote is obtained prior to the IPO. Notwithstanding the foregoing, however, that if, at any time prior to the Expiration Date, any Indemnitee Indemnified Party (acting in good faith) delivers to the Selling Shareholders Respondent a Claim Notice (as defined in Schedule 12.7(c13.7(b)) satisfying the procedural requirements set forth in Schedule 13.7(b), alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Nitec, Horizon, Holdco, a Nitec Shareholder, or a Horizon Stockholder and asserting a claim for recovery under Section 10.2 12.2, 12.3, 12.4, or 12.5 as the case may be, based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling Shareholdersparties hereto, and the rights and remedies that may be exercised by the Indemniteesany Indemnified Party, 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 such Indemnified Party or any of their its Representatives, other than as set forth in the Nitec Disclosure Schedule or Horizon Disclosure Schedule, as applicable. The parties recognize and agree that the representations and warranties also operate as bargained for promises and risk allocation devices and that, accordingly, any party’s knowledge, except as a result of disclosure of information on the Nitec Disclosure Schedule or Horizon Disclosure Schedule, as applicable, 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 pursuant to this Section 12. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 12.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee Indemnified Party for claims based on intentional misrepresentation or common law fraud against the party that committed such fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in this Agreement (including shall survive the Closing. The representations and warranties set forth in the Closing Certificate Sections 4.01, 4.02, 4.04, 4.05, 4.14 (excluding any matters involving Intellectual Property or Intellectual Property Rights), 4.20, 4.21, 4.25 and the Acquisition Consideration Certificate4.26 (each, a “Fundamental Representation”) shall survive until the Closing expiry of the applicable statute of limitations (the “FR Expiration Date”) and, except for subject to Section 10.01(f), all other representations and warranties of the Specified Representations, Company shall expire at 11:59 p.m. U.S. Pacific Time on survive until the first anniversary of date that is 18 months after the Closing Date (the “General Expiration Date” and, together with the FR Expiration Date, the “Expiration Date”); provided. Notwithstanding the foregoing, however, that if, if at any time prior to the applicable Expiration Date, Date any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholder Representative a Claim Notice (as defined written notice in Schedule 12.7(c)) reasonable detail alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders such representation or warranty and asserting a claim for recovery under Section 10.2 10.02 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The . (b) All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Purchaser Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall not thereupon cease. (c) The covenants of the parties that by their terms are intended to survive the Closing shall survive the Closing. (bd) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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. Payments by an Indemnitee of amounts for which such Indemnitee is indemnified hereunder shall not be a condition precedent to recovery hereunder. (ce) For purposes The parties acknowledge and agree that if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of this Agreementor in connection with any inaccuracy in or breach of any representation, each statement warranty, covenant or other item obligation, then (without limiting any of information the rights of the Surviving Corporation as an Indemnitee) Parent shall be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages in an equal amount as a result of and in connection with such inaccuracy or breach; provided, however, that notwithstanding the foregoing, both Parent and the Surviving Corporation shall not be able to both seek indemnity for the same Damages. (f) Notwithstanding the General Expiration Date set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation Section 10.01(a), all representations and warranty warranties made by the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere parties in this Agreement shall limit any rights survive until the FR Expiration Date in the event of fraud, willful misconduct or remedy of any Indemnitee for claims based on intentional misrepresentation by the party making such representation or fraudwarranty or any of its Representatives (whether or not such actions have been authorized) upon which the other parties have relied.

Survival of Representations, Etc. (a) Subject to the indemnification limitations set forth in Section 10.1(d)9.3, the representations and warranties made by the Selling Shareholders in this Agreement SRC (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration CertificateSection 4) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration first anniversary of the Closing Date, any Parent Indemnitee (defined below), acting in good faith) , delivers to any of the Selling Shareholders Stockholders a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of SRC (and setting forth in reasonable detail the Selling Shareholders basis for such Parent Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under this Section 10.2 9 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. Each of , provided the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of Parent Indemnitee pursues such Specified Representations. The representations resolution in good faith and warranties made by the Purchaser shall not survive the Closingwith due diligence. (b) The representations, warranties, covenants and obligations of SRC and the Selling ShareholdersStockholders, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited (subject to the indemnification limitations set forth in Section 9.3) or otherwise affected by or as a result of any information furnished toto (other than the Disclosure Schedule), or any investigation made by or knowledge of, any of the Parent Indemnitees or any of their Representativesrepresentatives. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Designated Shareholders in this Agreement and Mr. Chanin (including the reprxxxxxxxxxxs and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificate of the Designated Shareholders' and the Acquisition Consideration CertificateMr. Chanin) shall survive the Closing and, Xxxxxxx and except for the Specified RepresentationsSection 2.3, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Selling Designated Shareholders a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Designated Shareholders and Mr. Chanin (and setting forth in xxxxxxxxle detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. Each The representations and warranties set forth in Section 2.3 shall survive indefinitely. All representations and warranties made by Parent and Merger Sub, except for those representations and warranties set forth in Section 3.1 and 3.4, shall terminate and expire on the first anniversary of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified RepresentationsDate. The representations and warranties made by the Purchaser contained in Section 3.1 and 3.4 shall not survive the Closingindefinitely. (b) The representations, warranties, covenants and obligations of the Selling 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. (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 Selling Shareholders Company, Mr. Chanin and the Designated Shxxxxxxxxxx in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. All of the representations, warranties, covenants and indemnities set forth in this Agreement or in any certificate, document or other instrument delivered in connection with this Agreement or contemplated by this Agreement shall survive the Closing indefinitely, except that (ai) Subject to other than those expressly given longer survival periods in this Section 10.1(d)9.1, the representations and warranties made by the Selling Shareholders of Seller and Buyer set forth in this Agreement shall survive until the one-year anniversary of the Closing Date, (including ii) the representations and warranties of Seller set forth in the Closing Certificate and the Acquisition Consideration CertificateSection 3.18 (Taxes) shall survive the Closing andonly until the expiration of the applicable statute of limitations for assessments plus thirty (30) days, except for giving effect to any waiver, mitigation or extension of such period, (iii) the Specified Representationsrepresentations and warranties of Seller set forth in Section 3.2 (Capitalization of the Company) shall survive indefinitely, (iv) the covenants of the parties to be performed prior to the Closing shall expire at 11:59 p.m. U.S. Pacific Time on survive until the first one-year anniversary of the Closing, (v) the covenants of the parties to be performed following the Closing Date for a period of time expressly set forth therein shall survive the Closing only until the expiration of such period plus thirty (30) days, (vi) the “Expiration Date”)representations and warranties of Seller set forth in Section 3.15 (Environmental) shall survive the Closing only until the three-year anniversary of the Closing, (vii) the indemnity set forth in each of Sections 9.2(a)(iv)-(ix) shall survive the Closing only until the expiration of the applicable statute of limitations, giving effect to any waiver, mitigation or extension of such period and the indemnity set forth in Section 9.2(a)(x) shall survive until the one-year anniversary of the Closing. The expiration of any representation, warranty, covenant or indemnity as provided in this Section 9.1 shall preclude any indemnity with respect thereof under this Article IX from and after the time such representation, warranty, covenant or indemnity shall have expired; provided, however, that ifthe expiration of any representation, at warranty, covenant or indemnity shall not affect (A) the rights of any time party in respect of any such indemnity claim therefor as to which valid notice thereof has been given under this Article IX prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any expiration of the representations and warranties made by any applicable survival period provided in this Section 9.1; or (B) the rights of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties party to indemnity with respect to such claim shall survive Claim under any other provision of Section 9.2(a) or Section 9.3, as the Expiration Date until case may be. The election by any party to consummate the transactions contemplated by this Agreement, notwithstanding such time as such claim is fully and finally resolved. Each party's actual knowledge of the Specified Representations shall survive inaccuracy of any representation or warranty or the Closing until the expiration failure of the statute of limitations applicable other party to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling Shareholders, and the rights and remedies that may be exercised by the Indemniteesperform any covenant contained in this Agreement, shall not be limited or otherwise affected constitute a waiver by or as a result such party of any information furnished to, or any investigation made by or knowledge of, any claim for indemnification arising out of the Indemnitees breach of such representation or any of their Representatives. (c) For purposes of this Agreementwarranty or failure to perform such covenant unless, each statement or other item of information set forth in the Disclosure Schedule case of any breach or in any update failure by Seller, such breach or failure entitled Buyer to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in terminate this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraudpursuant to Section 8.1(a)(iii)(B), but Buyer elected not to do so.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in this Agreement (including Agreement, the representations and warranties set forth in the Closing Certificate Company Disclosure Schedule and the Acquisition Consideration Certificate) Compliance Certificate shall survive the Closing and, except for the Specified Representations, shall and expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of date that is fifteen months after the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration Dateend of the Escrow Claim Period, any Parent Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders’ Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company for which the Escrow Claim Period has not expired (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date end of the Escrow Claim Period until such time as such 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. Each All of the Specified Representations covenants, agreements and obligations of the parties contained in this 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 Closing party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations applicable to limitations. Nothing contained in this Section 10.1 or elsewhere in the subject matter Agreement shall limited any rights or remedy of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closingany Parent Indemnitee for claims based on fraud or intentional misrepresentation. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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 Knowledge of, any of the Parent Indemnitees or any of their Representatives. The parties recognize and agree that the representations and warranties 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 10, or other remedy based on such representations, warranties, covenants, and obligations, provided, however, that if, after the execution of this Agreement, Company discloses to Parent any breach of a representation and warranty of the Company that constitutes a failure to satisfy Section 7.1 and Parent elects to waive the condition and consummates the transactions to be completed at Closing (regardless of whether such waiver is conditioned upon the Company’s agreement to an amendment or modification to this Agreement), then Parent may not also seek indemnification with respect to the such breach of representation and warranty disclosed by Company to Parent. (c) For purposes of this AgreementSection 10, each statement or other item of information expressly required by this Agreement to be set forth in the Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders in Company pursuant to this Agreement. (d) Nothing contained in this Section 10.1 10 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee for claims based on willful breach, fraud or intentional misrepresentation except that Parent Indemnitee shall not have the right to recover Damages from any Escrow Contributor in excess of the Merger Consideration paid to such Escrow Contributor unless the Escrow Contributor’s own conduct constitutes willful breach, fraud or fraudintentional misrepresentation.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Company (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders' Agent a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. Each Notwithstanding the foregoing, any such notice asserting an inaccuracy in or breach of any representation or warranty concerning matters that are subject to resolution through the audit process must be delivered to the 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 (ii) the first anniversary of the Specified Representations Closing Date, in which case the claim asserted in such notice shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representationstime as such claim is fully and finally resolved. The representations and warranties made by the Purchaser Parent and Merger Sub in Sections 4.4 and 4.5 shall not survive the Closing. (b) The representations, warranties, covenants Closing and obligations shall expire on the first anniversary of the Selling Shareholders, Closing Date. All other representations 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 warranties made by or knowledge of, 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 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation Parent and warranty made by the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere Merger Sub in this Agreement shall limit terminate and expire as of the Effective Time, and any rights liability of Parent or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.Merger Sub with respect to

Survival of Representations, Etc. (a) Subject to Except as otherwise provided in Section 10.1(d10.01(e), (i) the representations and warranties made by the Selling Shareholders in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) Company Fundamental Representations shall survive the Closing andand expire sixty days following the applicable statute of limitations (the “FR Expiration Date”), except for (ii) the Specified Representations, Company Special Representations shall survive the Closing and expire at 11:59 p.m. U.S. Pacific Time on the first third (3rd) anniversary of the Closing Date (the “SR Expiration Date”) and (iii) the representations and warranties made by the Company in all other sections of Article 3 and in any certificate delivered by the Company pursuant to this Agreement (including the Company Closing Certificate) shall survive the Closing and expire on the fifteenth (15th)-month anniversary of the Closing Date (the “General Expiration Date”); provided. Notwithstanding the foregoing, however, that if, if at any time prior to the FR Expiration Date, any Indemnitee (acting in good faith) the SR Expiration Date or General Expiration Date, as applicable, Parent delivers to the Selling Shareholders Securityholder Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations such representation or warranty and warranties made by any of the Selling Shareholders and asserting Parent properly makes a claim for recovery under Section 10.2 10.02 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of . (b) Except as otherwise provided in Section 10.01(e), (i) the Specified Parent Fundamental Representations shall survive the Closing until and expire sixty days following the expiration of the applicable statute of limitations applicable to (the subject matter of such Specified Representations. The “Parent FR Expiration Date”) and (ii) the representations and warranties made by the Purchaser Parent, Merger Sub, and Merger Sub II in all other sections of Article 4 shall not survive the Closingclosing and expire on the General Expiration Date. Notwithstanding the foregoing, if at any time prior to the Parent FR Expiration Date or General Expiration Date, as applicable, the Securityholder Representative delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and the Securityholder Representative properly makes a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (bc) The covenants and agreements of the Parties contained in this Agreement that are by their nature required to be performed prior to the Closing shall survive until and expire on the first anniversary of the Closing Date, and the covenants and agreements of the Parties contained in this Agreement that are required to be performed at or following the Closing shall survive the Closing until such covenant or agreement is fully performed. (d) Notwithstanding anything to the contrary set forth in Section 10.01(a), in the event of Fraud by the Company or Parent, as applicable, of any representation or warranty made by the Company or Parent Merger Sub and/or Merger Sub II, as applicable, in this Agreement or in any certificate delivered by the Company or Parent, as applicable pursuant to this Agreement (including the Company Closing Certificate or the Parent Closing Certificate), such representation and warranty shall survive the Closing until thirty (30) days after the date on which all applicable statutes of limitation (as the same may be extended or waived) shall have expired. |US-DOCS\123754940.16|| (e) The Company and the Securityholder Representative (on behalf of the Securityholder Indemnitors), on the one hand, and Parent, Merger Sub, and Merger Sub II, on the other hand, have agreed that the Indemnitees’ rights to indemnification contained in this Article 10 relating to the representations, warranties, covenants and obligations of the Selling ShareholdersCompany, on the one hand, and Parent, Merger Sub, and Merger Sub II, on the other hand, as applicable, 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 IndemniteesIndemnitees with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any information furnished to, to or any investigation made by or knowledge of, on the part of any of the Indemnitees or any of their Representatives. Representatives (c) For purposes 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, on the one hand, and Parent, Merger Sub, and Merger Sub II, on the other hand, as applicable, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement, each statement ) or other item by reason of information set forth in the Disclosure Schedule fact that an Indemnitee or in any update to the Disclosure Schedule shall of its Representatives knew or should have known that any representation or warranty is or might be deemed to be a representation and warranty made by the Selling Shareholders in this Agreementinaccurate or untrue. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (aA) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement (including Company, the representations and warranties set forth in the Closing Certificate Shareholder and the Acquisition Consideration CertificateInvestors in Sections 2 and 3 (other than Sections 2.1(a), 2.3 and 2.9 (the "DESIGNATED REPRESENTATIONS")) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 5:00 p.m. U.S. Pacific Time Eastern time on the Audit Release Date. The Designated Representations shall survive the Closing and shall expire on the first anniversary of the Closing Date (Date. Notwithstanding the “Expiration Date”); providedforegoing, however, that if, at any time prior to such Audit Release Date or first anniversary, as the Expiration Datecase may be, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice Shareholder Representative (as defined in Schedule 12.7(c)below) 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 Shareholder or any of Investor (and setting forth in reasonable detail the Selling Shareholders basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 8.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive such Audit Release Date or first anniversary, as the Expiration Date case may be, until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Purchaser Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall not survive the Closingthereupon cease. (bB) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, the Shareholder and the Investors, 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 Knowledge of, any of the Indemnitees or any of their Representatives. (cC) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty warranty, or a qualification of a representation and warranty, made by the Selling Shareholders Company, the Shareholder or the Investors, as the case may be, in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Stockholders (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration representations and warranties set forth in the Stockholders' Closing Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); providedPROVIDED, howeverHOWEVER, that if, at any time prior to the Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Selling Shareholders Stockholders a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Stockholders (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. Each of Notwithstanding the Specified Representations foregoing, the representations and warranties set forth in Section 2.14 shall survive the Closing until the expiration of the statute applicable statutes of limitations applicable to the subject matter of such Specified Representationslimitations, including extensions thereof. The All representations and warranties made by Buyer shall terminate and expire three months after the Purchaser Effective Time, and any liability of Buyer with respect to such representations and warranties shall not survive the Closingthereupon cease. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany and the 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. (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 Selling Shareholders Company and the Stockholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in this Agreement Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in the Closing Certificate Article 2 and the Acquisition Consideration representations set forth in the Company Compliance Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary final day of the Closing Date (the “Expiration Date”)Escrow Period; provided, however, that (i) the representations and warranties of the Company set forth in Section 2.16 (Tax Matters), Section 2.17 (Employee and Labor Matters; Benefit Plans) and Section 2.18 (Environmental Matters) (collectively, the “Company Special Representations”) shall survive for the applicable statutory limitations period; and (ii) if, at any time prior to the Expiration Dateexpiration of the representations and warranties, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders’ Representatives a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying the claim asserted in such Claim Notice and notice shall survive the representations and warranties end of the Escrow Period solely for the purpose of resolving such claim (and, for certainty, such representation or warranty underlying the claim shall not survive for purposes of any other claim arising after the expiry of the Escrow Period relating thereto and, in accordance with respect the Escrow Agreement, shall not survive for purposes of supporting any claim for any amount in excess of the Contested Amount (as such term is defined in the Escrow Agreement) relating to such claim shall survive withheld by the Expiration Date Escrow Agent pursuant to the terms and conditions of the Escrow Agreement) until such time as such claim is fully and finally resolved. Each All of the Specified Representations 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 (A) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing party or parties entitled to such performance; or (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations applicable to the subject matter of such Specified Representationslimitations. The All representations and warranties made by Parent and Merger Sub shall terminate and expire upon delivery of all consideration payable hereunder by Parent to the Purchaser shall not survive holders of Company securities or the ClosingEscrow Agent, as applicable. (b) The representations, warranties, covenants and obligations of the Selling Shareholderseach party, 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. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.Stockholders’

Survival of Representations, Etc. (aA) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Shareholder (including the representations and warranties set forth in the Closing Certificate SECTION 2 and the Acquisition Consideration representations and warranties set forth in the Shareholder's Closing Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary [*] of the Closing Date (the “Expiration Date”); provided, however, that the representations and warranties of the Company and the Shareholder set forth in [*] shall survive the Closing until [*]; provided, further, that if, at any time prior to the Expiration [*] of the Closing Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Shareholder a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Shareholder (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 37. claim for recovery under Section 10.2 SECTION 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (bB) The Disclosure Schedule, the representations, warranties, covenants and obligations of the Selling ShareholdersCompany and the 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 toto (except as set forth in the Disclosure Schedule), or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (cC) 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 Selling Shareholders Company and the Shareholder in this Agreement. (dD) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.[*]

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Company (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 5:00 p.m. U.S. Pacific Time time on the first anniversary of date that is twelve (12) months after the Closing Date (the “"Expiration Date”Time"); provided, however, that if, at any time prior to the Expiration DateTime, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Company Shareholders' Agent a Claim Notice (as defined in Schedule 12.7(c)the Indemnification Escrow Agreement) alleging pursuant to the existence of an inaccuracy in or a breach of any terms of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)Indemnification Escrow Agreement, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive beyond the Expiration Date Time until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The All representations and warranties made by the Purchaser Parent and Merger Sub shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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. (c) For purposes The representations, warranties, covenants and obligations of this AgreementParent and Merger Sub, each statement and the rights and remedies that may be exercised by the Company, shall not be limited or other item otherwise affected by or as a result of any information set forth in the Disclosure Schedule furnished to, or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty investigation made by or knowledge of, the Selling Shareholders in this AgreementCompany or any of their Representatives. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d)The representations, warranties, covenants and obligations of the representations Company and warranties made by the Selling Shareholders in this Agreement Key Stockholders (including the representations and warranties set forth in the Closing Certificate Sections 2 and 3 and the Acquisition Consideration Certificaterepresentations and warranties set forth in the certificates referred to in Section 7) shall survive the Closing andClosing. Except as provided in Section 10.1(b) with respect to “Willful Breaches,” all covenants and obligations of the Company set forth in Sections 5 and 6, except for and all representations and warranties of the Company set forth in Section 2 and in the certificate referred to in Section 7.8(h), other than the Specified Representations that are not Specified §2.9 Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Designated Date”); provided, however, that if, at any time on or prior to the Expiration Designated Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders’ Representative a Notice of Indemnification Claim Notice (as defined in Schedule 12.7(cSection 10.7(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders such representations, warranties, covenants or obligations and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Notice of Indemnification Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each Specified Representation that is not a Specified §2.9 Representation shall survive until the Extended Date; provided, however, that if, at any time on or prior to the Extended Date, any Indemnitee (acting in good faith) delivers to the Stockholders’ Representative a Notice of Indemnification Claim 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 10.2 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. Each representation, warranty, covenant or obligation of the Specified Representations Key Stockholders set forth in Sections 3, 5.3(b), 5.5, 6.2 and 6.3 and in the Key Stockholder Certificate shall survive the Closing until the expiration Extended Date; provided, however, that if, at any time on or prior to the Extended Date, any Indemnitee (acting in good faith) delivers to the Stockholders’ Representative a Notice of Indemnification Claim 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 10.2 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 and pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire as of the statute Effective Time, and any liability of limitations applicable Parent or Merger Sub with respect to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling 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 Representativesthereupon cease. (cb) For purposes of Notwithstanding anything to the contrary contained in this Agreement, each statement if there shall have been a Willful Breach of any representation, warranty, covenant or other item obligation of information set forth in the Disclosure Schedule Company, then such representation, warranty, covenant or in obligation shall survive until Extended Date; provided, however, that if, at any update time on or prior to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of Extended Date, any Indemnitee for claims based on intentional misrepresentation or fraud.(acting in good faith)

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Seller (including the representations and warranties set forth in the Closing Certificate Section 4 and the Acquisition Consideration representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and, except for until the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary end of nine (9) months following the Closing Date (the “Expiration Date”"Survival Period"); provided, however, that if, at any time prior to the Expiration Dateend of the Survival Period, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Seller a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date Survival Period until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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 RepresentativesIndemnitees. (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 disclosure schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Seller in this Agreement. (d) Nothing contained The representations and warranties made by the Purchaser and Terayon (including the representations and warranties set forth in this Section 10.1 4 and the representations and warranties set forth in the Purchaser's and Terayon's Closing Certificate) shall survive the Survival Period; provided, however, that if, at any time prior to the end of the Survival Period, the Seller (acting in good faith) shall deliver to the Purchaser or elsewhere Terayon a written notice alleging the existence of an inaccuracy in this Agreement shall limit any rights or remedy a breach of any Indemnitee of the representations and warranties made by the Purchaser or Terayon (and setting forth in reasonable detail the basis for claims the Seller's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on intentional misrepresentation such alleged inaccuracy or fraudbreach, then the claim asserted in such notice shall survive the Survival Period until such time as such claim is fully and finally resolved. (e) The representations, warranties, covenants and obligations of the Purchaser and Terayon, and the rights and remedies that may be exercised by the 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, the Seller.

Survival of Representations, Etc. (a) Subject to Section 10.1(d)The covenants, the representations -------------------------------- and warranties made by the Selling Shareholders in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) contained herein shall survive the Closing andDate until, except for the Specified Representationsand claims based upon or arising out of such representations and warranties, shall expire as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at 11:59 any time before, 5:00 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); , at which time, such covenants, agreements, representations and warranties shall expire and terminate, provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faithi) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under AMD respecting Taxes set forth in Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations 3.13 shall survive the Closing until for the expiration of the applicable statute of limitations applicable to the subject matter of limitations, at which time such Specified Representations. The representations and warranties made by shall expire and terminate; (ii) the Purchaser obligation of AMD to indemnify LLC for any loss arising out of any Retained Liabilities pursuant to Section 10.2(a)(i), shall not survive the Closing without limitation as to time; (iii) the obligation of LLC to indemnify AMD for any loss arising out of the Assumed Liabilities or for the ownership and operation of the Business or the Company from and after the Closing, in each case pursuant to Section 10.2(a)(ii), shall survive the Closing without limitation as to time; (iv) the obligation of AMD to indemnify LLC for any loss arising out of Intellectual Property Liabilities pursuant to Section 10.2(a)(i)(C) shall survive the Closing without limitation as to time; and (v) the covenants and agreements of AMD or LLC under this Agreement to be performed after Closing Date shall survive the Closing. , to the extent specifically provided herein (b) as applicable, the "Survival Period"). The termination of the --------------- representations, warranties, covenants and obligations agreements provided herein shall not affect the rights of a party in respect of any claim made by such party in a writing received by the other party prior to the expiration of the Selling ShareholdersSurvival Period, and nor shall it affect the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as of a result party in respect of any information furnished to, or any investigation claim made by such party at any time hereafter in respect of any Assumed Liabilities or knowledge ofRetained Liabilities. Notwithstanding anything to the contrary in this Agreement, any indemnification for breaches of the Indemnitees or any of their Representatives. (c) For purposes representations, warranties, covenants and agreements related to Taxes shall be covered exclusively by Article IX 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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d)The representations and warranties made in Articles III and IV of this Agreement survive the Closing and shall expire eighteen (18) months after the Closing Date, except (i) the representations and warranties made by the Selling Company Shareholders in this Agreement Sections 3.01, 3.02, 3.03, 3.04 and 3.18 (including such representations and warranties, the “Company Shareholders Fundamental Representations”), which shall survive indefinitely, (ii) the representations and warranties made by Buyer in Sections 4.01 and 4.02 (the “Buyer Fundamental Representations”), which shall survive indefinitely, (iii) the representations and warranties made by the Company Shareholders in Section 3.15, which shall expire on the sixth anniversary of the Closing Date, and (iv) the representations and warranties made by the Company Shareholders in Section 3.12 and Section 3.13, which shall survive until sixty (60) days after the expiration date of the applicable statute of limitations. The foregoing shall not limit any party’s right to recover damages resulting from fraud of another party. (b) All covenants and obligations of the parties set forth in the Closing Certificate and the Acquisition Consideration Certificate) this Agreement shall survive the Closing and, indefinitely except for (i) such covenants and obligations which are to be performed in their entirety prior to the Specified RepresentationsClosing, which shall expire at 11:59 p.m. U.S. Pacific Time on survive the Closing until the first anniversary of the Closing Date and (the “Expiration Date”); ii) any specific covenants or obligations of a party set forth in this Agreement where a specific sunset period is provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in which case such covenants or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations obligations shall survive the Closing until for a period of thirty (30) days following the expiration of date on which the statute of limitations applicable to the subject matter performance of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and or obligations of the Selling Shareholders, and the rights and remedies that may is required to 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 Representativescompleted. (c) For purposes The obligations to indemnify and hold harmless a party hereto in respect of this Agreement, each statement a breach of a representation or other item of information warranty or a covenant shall terminate on the applicable survival termination date (as set forth in this Section 8.01), and in respect to any other Buyer Losses shall terminate eighteen (18) months after the Disclosure Schedule or in any update Closing Date (the “Claims Period”), unless a Buyer Indemnified Party shall have made a proper claim for indemnification pursuant to the Disclosure Schedule Section 8.03 prior to such termination date. If a Buyer Indemnified Party has made a proper claim for indemnification pursuant to Section 8.03 prior to such termination date, than such claim, if then unresolved, shall not be deemed to be a representation and warranty made extinguished by the Selling Shareholders in this Agreement. (d) Nothing contained passage of the deadlines set forth in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud8.01.

Survival of Representations, Etc. All statements contained in -------------------------------- the Disclosure Schedule, the Xxxx of Sale, the Assignment and Assumption Agreement and any certificate or instrument of conveyance required to be delivered by or on behalf of the parties pursuant to this Agreement and relied upon by Sellers' counsel in rendering its opinion required to be delivered pursuant to Section 8.6 hereof shall be deemed to be representations and warranties by the parties hereunder. The representations and warranties of Sellers, Seiden, the Xxxxx Entities and Buyer contained herein shall survive the Closing Date, without regard to any investigation made by any of the parties hereto, for a period of eighteen (18) months, but shall thereafter be of no further force or effect; provided, however, that: (a) Subject to Section 10.1(d), the representations and warranties made by set -------- ------- forth in Section 4.6 hereof shall survive the Selling Shareholders in this Agreement Closing Date for a period of four months; (including b) the representations and warranties set forth in the Closing Certificate Sections 4.5(a), 4.9, 4.10, 4.16, 4.17, 4.19, 4.20, 4.21, 4.24 and the Acquisition Consideration Certificate) 4.26 hereof shall survive the Closing and, except for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute applicable statutes of limitations applicable to (and any extensions thereof), and (c) the subject matter of such Specified Representations. The representations and warranties made by contained in Sections 4.1, 4.2 and 4.3 hereof shall survive the Purchaser Closing Date and continue in full force and effect forever. The termination or expiration of any representations or warranties or indemnification obligations under this Article 11 shall not survive the Closing. (b) The representations, warranties, affect any written claims made in good faith by any Indemnified Person hereunder prior to such expiration or termination. All covenants and obligations agreements of the Selling 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. (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 Selling Shareholders in this Agreement. (d) Nothing parties contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights survive the Closing Date. Each party will have liability to the other arising out of a breach of a representation or remedy warranty for which indemnification is provided hereunder only if the party claiming that such breach of any Indemnitee representation or warranty occurred delivers to the other party written notice and an explanation of the facts and circumstances giving rise to the claim of breach of representation or warranty as and to the extent then known to such party, including the Section hereof involved and the basis for claims based on intentional misrepresentation such claimed breach of representation or fraudwarranty, within the applicable survival period set forth herein.

Survival of Representations, Etc. (a) Subject It is the express intention and agreement of the parties to Section 10.1(d)this Agreement that all covenants, the representations agreements, statements, representations, warranties and warranties indemnities made by the Selling Parent, Buyer, Seller and Shareholders in this Agreement, the Exhibits or Schedules hereto or in any document or instrument delivered by Parent, Buyer, Seller or a Shareholder pursuant to the provisions of this Agreement (including the representations and warranties set forth at or in connection with the Closing Certificate shall survive the Closing as follows: (i) all representations, warranties, covenants and agreements of Seller and Shareholders in Section 3(m) or otherwise relating to the Acquisition Consideration Certificatefederal, state, local or foreign Tax obligations of the Seller with respect to the Tax Returns filed or required to be filed prior to or on the Closing Date ("Tax Matters") shall survive the Closing and, except for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary period of the Closing Date applicable statute of limitations plus any extensions or waivers granted or imposed with respect thereto, and with respect thereto. (ii) all representations, warranties, covenants and agreements contained in the “Expiration Date”); providedLease, howeverthe Employment Agreements and the Non-Competition Agreements shall survive for the term specified therein; (iii) all other representations, that ifwarranties, at covenants and agreements contained in this Agreement, the Exhibits or Schedules hereto or in any time prior document or instrument 31 delivered by Parent, Buyer, Seller or a Shareholder pursuant to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence provisions of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations this Agreement shall survive the Closing for a period of one hundred eighty (180) days from the Closing Date; (iv) notwithstanding 7(a)(i)-7(a)(iii), with respect to claims for fraud or a knowing, intentional or willful breach of a representation, warranty, covenant or agreement contained in this Agreement, the Exhibits or Schedules hereto or in any document or instrument delivered by Parent, Buyer, Seller or a Shareholder pursuant to the provisions of this Agreement, such representation, warranty, covenant or agreement shall survive until the expiration end of the statute of limitations applicable to such claim; and (v) the subject matter right of such Specified Representations. The representations and warranties made Buyer to recover Damages (as defined in Section 7(b)) on any claim shall not be affected by the Purchaser shall not survive the Closing. (b) The termination of any representations, warranties, covenants and obligations agreements as set forth above in subparagraphs 7(a)(i) through 7(a)(iv), provided that notice of the Selling Shareholders, and existence of any Damages (but not necessarily the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or fixed amount of any such Damages) as a result of any information furnished to, or any investigation made such claim has been given by or knowledge of, 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 the Disclosure Schedule or in any update indemnified to the Disclosure Schedule shall be deemed indemnifying party prior to be a representation and warranty made by the Selling Shareholders in this Agreementsuch termination. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Company and the Designated Stockholders (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company's Closing Certificate and the Acquisition Consideration Designated Stockholders' Closing Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 5:00 p.m. U.S. Pacific Time time on the first anniversary of date that is 15 months after the Closing Date (the “"Expiration Date”Time"), except the Identified Representations (as defined below) as to the Designated Stockholders shall survive the Closing and shall expire at 5:00 p.m. Pacific time on the date that is two years after the Closing Date (the "Designated Stockholders' Expiration Time"); provided, however, that if, at any time prior to the Expiration DateTime or the Designated Stockholders' Expiration Time, as the case may be, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Company Stockholders' Agent a Claim Notice (as defined in Schedule 12.7(c)the Indemnification Escrow Agreement) alleging pursuant to the existence of an inaccuracy in or a breach of any terms of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)Indemnification Escrow Agreement, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive beyond the Expiration Date Time or the Designated Stockholders' Expiration Time, as the case may be, until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The All representations and warranties made by the Purchaser Parent and Merger Sub shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany 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. (c) The representations, warranties, covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Company and the Designated Stockholders, 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, the Company, any of the Designated Stockholders or any of their Representatives. (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 Selling Shareholders Company and the Designated Stockholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Except as otherwise provided in Section 10.1(d10.01(e), (i) claims of indemnification based upon any inaccuracy or breach of the representations and warranties made by the Selling Shareholders in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) Company Fundamental Representations shall survive the Closing and, except for the Specified Representations, shall and expire at 11:59 p.m. U.S. Pacific Time on the first fifth (5th) anniversary of the Closing Date (the “FR Expiration Date”) and (ii) claims of indemnification based upon any inaccuracy or breach of the representations and warranties made by the Company in all other sections of Article 3 and in any certificate delivered by the Company pursuant to this Agreement (including the Company Closing Certificate) shall survive the Closing and expire on the first (1st) anniversary of the Closing Date (the “General Expiration Date”); provided. Notwithstanding the foregoing, however, that if, if at any time prior to the FR Expiration Date or General Expiration Date, any Indemnitee (acting in good faith) as applicable, Parent properly delivers to the Selling Shareholders Securityholder Representative a Claim Notice (as defined written notice that complies with the requirements for such written notice set forth in Schedule 12.7(c)) this Article 10, alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders such representation or warranty and asserting a claim for recovery under Section 10.2 10.02 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties notice shall survive solely with respect to such claim shall survive the Expiration Date and only until such time as such claim is fully and finally resolved. Each . (b) Other than in the case of (i) claims involving Fraud, (ii) claims with respect to Sections 4.11 or 4.12 or (iii) claims by any Company Stockholder who is an Accredited Investor with respect to the Specified Representations representations and warranties contained in Section 4.07 (subject to Section 11.06(a)) (in the case of each of (i), (ii) and (iii), which shall survive the Closing until thirty (30) days after the expiration date on which all statutes of the statute of limitations limitation applicable to such claim (as the subject matter of such Specified Representations. The same may be extended or waived) shall have expired), the representations and warranties made by the Purchaser Parent and Merger Sub in Article 4 shall not survive the Closing. (b) The representations, warranties, covenants terminate and obligations expire as of the Selling ShareholdersEffective Time, and the rights any Liability of Parent or Merger Sub with respect to such representations and remedies that may be exercised by the Indemnitees, warranties 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 Representativesthereupon cease. (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 Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Company in this Agreement. (d) Nothing The Parties acknowledge and agree that if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of each 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 such inaccuracy or breach. (e) Notwithstanding anything to the contrary set forth in Section 10.01(a), in the event of Fraud by the Company in the making of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement (including the Company Closing Certificate), claims for indemnification based upon such representation and warranty, solely as to a claim for such Fraud, shall survive the Closing until thirty (30) days after the date on which all statutes of limitation applicable to such claim (as the same may be extended or waived) shall have expired. (f) The Company and the Securityholder Representative (on behalf of the Indemnitors) have agreed that the Indemnitees’ rights to indemnification contained in this Section 10.1 Article 10 relating to the representations, warranties, covenants and obligations of the Company or elsewhere in the Securityholder Representative are part of the basis of the bargain contemplated by this Agreement Agreement; and such representations, warranties, covenants and obligations, and the rights and remedies that may be exercised by the Indemnitees with respect thereto, shall limit not be waived, limited or otherwise affected by or as a result of (and the Indemnitees shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any rights information furnished to or remedy any knowledge on the part of any of the Indemnitees or any of their Representatives (regardless of whether obtained through any investigation by any Indemnitee or any Representative of any Indemnitee for claims based on intentional misrepresentation or fraudthrough disclosure by the Company or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement) or by reason of the fact that an Indemnitee or any of its Representatives knew or should have known that any representation or warranty is or might be inaccurate or untrue.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by of the Selling Shareholders in this Agreement Company (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration Certificaterepresentations and warranties set forth or incorporated directly or indirectly in the certificate referred to in Section 6.9(j)) shall survive the Closing and, except for and continue in full force and effect until the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of date that is 18 months after the Closing Date (the “Expiration Date”); provided, however, that the representations and warranties set forth in Sections 2.3, 2.9, 2.12(a), 2.14 and 2.20 shall not expire on such date but rather shall continue in full force and effect until the second anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, if, at any time prior to the Expiration Dateexpiration of the applicable survival period, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Shareholders’ Representative a Notice of Indemnification Claim Notice (as defined in Schedule 12.7(cSection 9.8(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company and asserting a claim for recovery under Section 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Notice of Indemnification Claim Notice shall survive the expiration of the applicable survival period until such time as such claim is fully and the finally resolved. The representations and warranties with respect of Parent and Merger Sub shall terminate and expire as of the Effective Time. (b) The covenants and obligations of the Company shall survive until the second anniversary of the Closing Date; provided, however, that if, at any time prior to the second anniversary of the Closing Date, any Indemnitee delivers to the Shareholders’ Representative a Notice of Indemnification Claim alleging the existence of a breach of any of the covenants or obligations of the Company and asserting a claim for recovery under Section 9.2 based on such alleged breach, then the claim asserted in such Notice of Indemnification Claim shall survive the Expiration second anniversary of the Closing Date until such time as such claim is fully and finally resolved. Each The covenants and obligations of Parent and Merger Sub shall expire at the Specified Representations Effective Time; provided, however, that the covenants and obligations of Parent set forth in Sections 5.12, 9.5, 9.6, 9.8 and 10 shall survive the Closing until Effective Time and shall expire upon the expiration of the statute of limitations applicable to the subject matter satisfaction of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closingcovenants. (bc) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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. (cd) 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 Selling Shareholders Company in this Agreement. (de) Nothing contained In the event of any fraud committed in connection with or otherwise relating to any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Company, the limitations on survival and the other limitations on liability set forth in this Section 10.1 9 (including the limitations set forth in Section 9.3) shall not be applicable to such inaccuracy or elsewhere in this Agreement shall limit any rights breach or remedy of any Indemnitee for claims based on intentional misrepresentation the remedies that may be exercised by the Indemnitees with respect to such inaccuracy or fraudbreach.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in this Agreement (including Agreement, the representations and warranties set forth Company Compliance Certificate or in the Closing Certificate and the Acquisition Consideration Certificate) any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary end of 18 months after the Closing Date (the “Expiration Date”); provided, however, that (i) the representations and warranties contained in Section 2.3 shall survive the Closing indefinitely, (ii) the representations and warranties contained in Section 2.6, Section 2.9, Section 2.14, Section 2.15, Section 2.16, Section 2.19 and Section 2.24 shall survive the Closing until the expiration of the relevant statute of limitations, and (iii) if, at any time prior to the Expiration end of 18 months after the Closing Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Company a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each All representations and warranties made by Investor shall terminate and expire as of the Specified Representations end of 18 months after the Closing Date, and any liability of Investor with respect to such representations and warranties shall thereupon cease; provided, however, that the representations and warranties contained in Section 3.5 shall survive the Closing until the expiration of the relevant statute of limitations applicable to limitations. All of the subject matter covenants, agreements and obligations of the parties contained in this 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 Specified Representations. The representations and warranties made covenants, agreements or obligations is waived in writing by the Purchaser shall party or parties entitled to such performance or (ii) if not survive fully performed or fulfilled, until the Closingexpiration of the relevant statute of limitations. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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. (c) For purposes . The parties recognize and agree that the representations and warranties 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 AgreementSection 9, 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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraudsuch representations, warranties, covenants, and obligations.

Survival of Representations, Etc. (a) Subject to Except as otherwise provided in Section 10.1(d11.01(f), the representations and warranties made by the Selling Shareholders Company in this Agreement (including Article 3 and in the Company Closing Certificate and the representations and warranties set forth made by each Seller in the Closing Certificate and the Acquisition Consideration Certificate) Article 4 shall survive the Closing and, except for the Specified Representations, shall and expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of date that is eighteen (18) months after the Closing Date (the “General Expiration Date”); provided, howeverthat the Fundamental Company Representations shall survive the General Expiration Date and expire 90 days after the expiration of the applicable statute of limitations (including any applicable extensions) (the “FR Expiration Date”). The indemnification obligations under clauses (iv) and (viii) of Section 11.02(a) shall survive until the General Expiration Date. Notwithstanding the foregoing, that if, if at any time prior to the General Expiration Date or FR Expiration Date, any Indemnitee (acting in good faith) as applicable, the Buyer delivers to the Selling Shareholders Equityholder Representative in good faith a Claim Notice (as defined in Schedule 12.7(c)written notice which complies with Section 11.04(a) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders representation or warranty and asserting a claim for recovery under Section 10.2 11.02 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice notice, and the representations and warranties with respect to only such claim claim, shall survive the Expiration Date expiration of the applicable time period until such time as such claim is fully and finally resolved. Each of . (b) Except as otherwise provided in Section 11.01(f), the Specified Fundamental Buyer Representations shall survive the Closing until and expire on the expiration of the statute of limitations applicable to the subject matter of such Specified RepresentationsFR Expiration Date. The All other representations and warranties made by of Buyer contained herein and in any certificate or other writing delivered at the Purchaser Closing pursuant hereto shall not survive the Closing. Notwithstanding the foregoing, if at any time prior to the FR Expiration Date the Equityholder Representative delivers, or causes to be delivered, to the Buyer in good faith a written notice describing in reasonable detail an inaccuracy in or a breach of any representation or warranty and asserting a claim for recovery under Section 11.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice, and only such claim, shall survive the expiration of the applicable time period until such time as such claim is fully and finally resolved. (bc) The representations, warranties, covenants and obligations of the Selling Shareholderseach party to this Agreement, 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. (cd) For purposes The parties acknowledge and agree that if any of this Agreementthe Acquired Companies suffers, each statement incurs or other item otherwise becomes subject to any Damages arising from or as a result of information any inaccuracy in or breach of any representation, warranty, covenant or obligation set forth herein, then (without limiting any of the rights of Buyer as an Indemnitee) Buyer shall also be deemed, by virtue of its ownership of the stock of the Acquired Companies, to have incurred Damages as a result of and in connection with such inaccuracy or breach. (e) All covenants and agreements contained herein shall survive the Closing and will continue in accordance with their terms until such covenants and agreements are fully performed and satisfied. (f) Notwithstanding anything to the contrary set forth in the Disclosure Schedule Sections 11.01(a) or in 11.01(b), any update to the Disclosure Schedule shall be deemed to be a representation and or warranty made by a Seller, the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 Company or elsewhere Buyer in this Agreement or the Company Closing Certificate, as applicable, shall limit any rights survive the Closing indefinitely in the event of Fraud or remedy of any Indemnitee for claims based on intentional misrepresentation or fraudWillful Breach.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Sellers (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and, except for until the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary end of one (1) year following the Closing Date (the “Expiration Date”"Survival Period"); provided, however, that if, at any time prior to the Expiration DateSurvival Period, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Sellers' Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date Survival Period until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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, other than as specifically set forth in the representations and the Disclosure Schedule. (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 Selling Shareholders Sellers in this Agreement. (d) Nothing contained The representations and warranties made by Terayon (including the representations and warranties set forth in this Section 10.1 3 and the representations and warranties set forth in Terayon Closing Certificate) shall survive the Survival Period; provided, however, that if, at any time prior to the Survival Period, the Sellers' Representative (acting in good faith) shall deliver to Terayon a written notice alleging the existence of an inaccuracy in or elsewhere in this Agreement shall limit any rights or remedy a breach of any Indemnitee of the representations and warranties made by Terayon (and setting forth in reasonable detail the basis for claims the Sellers' Representative belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on intentional misrepresentation such alleged inaccuracy or fraudbreach, then the claim asserted in such notice shall survive the Survival Period until such time as such claim is fully and finally resolved. (e) The representations, warranties, covenants and obligations of Terayon, and the rights and remedies that may be exercised by the Sellers, 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, the Sellers.

Survival of Representations, Etc. (a) Subject to Section 10.1(dSections 9.1(b) and 9.1(d), the representations and warranties made by the Selling Shareholders in this Agreement Acquired Companies (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of 15 months following the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration 15 months following the Closing Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders’ Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any the Acquired Companies (and setting forth in reasonable detail the basis for such Indemnitee’s belief that such an inaccuracy or breach exists and if then known the amount and method of the Selling Shareholders calculation of Damages) and asserting a claim for recovery under Section 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice notice shall survive the fifteen month anniversary of the Closing (but only for the sole purpose of remaining in effect in order to permit such claim to be fully and the representations finally resolved, and warranties not with respect to such claim shall survive any claims which may be made after the Expiration Date expiration date) until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by Parent and Merger Sub in Section 3 shall expire on the Purchaser Closing Date; provided, that, nothing contained in this Section 9.1 or elsewhere in this Agreement shall not limit any rights or remedy existing at law or in equity or by statute, or otherwise and conferred upon holders of Parent Common Stock. The agreements, covenants and other obligations of the parties hereto shall survive the ClosingClosing and the Effective Time in accordance with their respective terms. (b) The representationsNotwithstanding anything to the contrary contained in Section 9.1(a), warrantiesthe representations and warranties set forth in Sections 2.1(a), 2.3 and 2.20 (the “Specified Representations”) shall survive the Closing and shall expire on the applicable statute of limitations; provided, however, that if, at any time prior to any such expiration date, any Indemnitee delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the applicable representations and warranties (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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (c) Subject to updates to the Disclosure Schedule permitted for the purposes of Section 9 of the Disclosure Schedule pursuant to Section 4.4(b), the representations and warranties made by the Acquired Companies, and the covenants and obligations of each of the Selling ShareholdersAcquired Companies, 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 Knowledge of, 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 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(dSections 6.1(b) and 6.1(e), the representations and warranties made by the Company and the Selling Shareholders in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration CertificateSection 2) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Shareholders' Agent a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Company or the Selling Shareholders (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 10.2 6.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. Each Notwithstanding the foregoing, the representations and warranties made by the Selling Shareholders in Section 3.1 shall survive the Closing for an unlimited period of time. The representations and warranties made by Purchaser in Section 4 shall survive the Closing and shall expire on the first anniversary of the Closing Date. Notwithstanding anything to the contrary contained in Section 6.1(a) (other than the penultimate sentence of Section 6.1(a)), the Specified Representations shall survive the Closing until and shall expire on the expiration later of: (i) the one year anniversary of the statute Closing Date; and (ii) the date that any portion of limitations applicable the last to be paid of any amounts payable by Purchaser pursuant to Sections 1.4 and 5.4(b) becomes due in accordance with Sections 1.4 and 5.4(b); provided, however, that if, at any time prior to such expiration date, any Indemnitee (acting in good faith) delivers to the subject matter Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such Specified RepresentationsRepresentations (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 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. The representations and warranties made by the Purchaser shall not survive Selling Shareholders and the Closing. (b) The representationsCompany, warranties, and the covenants and obligations of the Company and each of the Selling 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 (other than information contained in this Agreement and in the Disclosure Schedule) furnished to, or any investigation made by or knowledge of, 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 the Disclosure Schedule with respect to Section 2 of this Agreement shall be deemed to be a representation and warranty made by the Company, and each statement or other item of information set forth in any update to the Disclosure Schedule with respect to Section 3 of this Agreement shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreement. (d) . Nothing contained in this Section 10.1 6.1 or (except as set forth in Section 6.2(h)) elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on fraudulent or intentional misrepresentation by any of the Selling Shareholders or fraudthe Company.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the RHP Survival. All representations and warranties made by the Selling Shareholders and all covenants of RHP contained in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) shall will survive the Closing and remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, until one (1) year from the date of Closing (the "RHP Survival Period"), at which time they shall expire; provided, however, that, to the extent a claim is made in writing by QuadraMed pursuant to Section 10.2 prior to the expiration with respect to any breach of any such representation, warranty or covenant, the RHP Survival Period with respect to such claim shall be extended until such claim is finally determined or settled, whereupon such representation, warranty or covenant will expire. (b) QuadraMed Survival. QuadraMed's, Sub A's and Sub B's representations, warranties and covenants contained in this Agreement will survive the Closing and remain in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, in the case of representations and warranties, until one (1) year from the date of Closing, and, except in the case of covenants, for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary duration of the Closing Date covenants in accordance with their terms (the “Expiration Date”"QuadraMed Survival Period"), at which time they shall expire; provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting extent a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted is made in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made writing by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling 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 RHP pursuant to, or any investigation made by or knowledge of, 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 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by of the Selling Shareholders Company contained in this Agreement Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in the Closing Certificate Article 2 and the Acquisition Consideration representations set forth in the Company Compliance Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”)[…***…]; provided, however, that (i) the representations and warranties of the Company set forth in […***…] (the “Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations; and (ii) if, at any time prior to the Expiration Dateexpiration of the Escrow Period, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Shareholders’ Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and or warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)* 55 *Confidential Treatment Requested breach, then the representation or warranty underlying the claim asserted in such Claim Notice and notice shall survive the representations and warranties end of the Escrow Period with respect to such claim shall survive the Expiration Date only until such time as such claim is fully and finally resolved. Each All of the Specified Representations covenants, agreements and obligations of the parties contained in this Agreement other than the representations and warranties shall survive (A) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Closing party or parties entitled to such performance or (B) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations applicable to the subject matter of such Specified Representationslimitations. The All representations and warranties made by Parent and Merger Sub shall terminate and expire at the Purchaser shall not survive the ClosingEffective Time. (b) The representations, warranties, covenants and obligations of the Selling Shareholderseach party, and the rights and remedies that may be exercised by the IndemniteesIndemnitees or the 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, or any investigation made by or knowledge of, any of such parties. The parties recognize and agree that the Indemnitees representations and warranties 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 their RepresentativesDamages pursuant to this Article 9, or other remedy based on such representations, warranties, covenants, and obligations. (c) For Notwithstanding anything herein to the contrary, the representations and warranties of the Company contained in this Agreement shall, for purposes of the indemnifying parties’ obligations pursuant to this AgreementArticle 9, 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 as of the Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in date of this Agreement shall limit and as of the Closing Date (except to the extent any rights such representation or remedy warranty expressly speaks of any Indemnitee for claims based on intentional misrepresentation or fraudan earlier date).

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company, Parent and Merger Sub in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) shall survive the Closing and, except for the Specified Representations, shall expire at until 11:59 p.m. U.S. pm (Pacific Time time) on the first anniversary of date that is twelve (12) months following the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to that: (a) the Expiration Fundamental Representations (other than the Tax Representations) shall survive the Closing until 11:59 pm (Pacific time) on the third anniversary of the Closing Date, any Indemnitee ; and (acting in good faithb) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 2.12 of this Agreement (the “Tax Representations”) shall survive the Closing until 11:59 pm (Pacific time) on the date that is sixty (60) days after the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representation or warranty. The covenants and agreements that are to be performed in full prior to the Closing shall survive the Closing until 11:59 pm (Pacific time) on the Expiration Date. The covenants and agreements contained in this Agreement that are required to be performed in whole or in part after the Closing shall survive the Closing until fully performed in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, if an indemnification claim is made prior to the expiration of the applicable survival period by any of the Selling Shareholders and asserting Indemnitee delivering a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states to the Securityholders’ Agent, or by the Securityholders’ Agent, on behalf of any Effective Time Holder, delivering a Claim Notice to Parent, as the case may be, in accordance with reasonable detail the basis for such claim)this Agreement, then in each case the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling 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. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the RHP Survival. All representations and warranties made by the Selling Shareholders and all covenants of RHP contained in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) shall will survive the Closing and remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, until one (1) year from the date of Closing (the "RHP Survival Period"), at which time they shall expire; provided, however, that, to the extent a claim is made in writing by QuadraMed pursuant to Section 10.2 prior to the expiration with respect to any breach of any such representation, warranty or covenant, the RHP Survival Period with respect to such claim shall be extended until such claim is finally determined or settled, whereupon such representation, warranty or covenant will expire. (b) QuadraMed Survival. QuadraMed's, Sub A's and Sub B's representations, warranties and covenants contained in this Agreement will survive the Closing and remain in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, in the case of representations and warranties, until one (1) year from the date of Closing, and, except in the case of covenants, for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary duration of the Closing Date covenants in accordance with their terms (the “Expiration Date”"QuadraMed Survival Period"), at which time they shall expire; provided, however, that if, at any time to the extent a claim is made in writing by RHP pursuant to Section 10.3 prior to the Expiration Date, expiration with respect to any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of such representation, warranty or covenant, the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties QuadraMed Survival Period with respect to such claim shall survive the Expiration Date be extended until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of determined or settled whereupon such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closingrepresentation, warranty or covenant will expire. (b) The representations, warranties, covenants and obligations of the Selling 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. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Sections 4.1(b) and 4.1(c), the representations and warranties of the Principal Shareholders, Parent and Acquisition Sub and the covenants and obligations of the Shareholders, Parent and Acquisition Sub shall survive (without limitation): (1) the consummation of the transactions referred to in Section 10.1(d)1; (2) any sale or other disposition of any or all of the shares of Company Capital Stock; and (3) any merger, combination, recapitalization or similar transaction effected by or otherwise involving Parent, Acquisition Sub or any of the Companies. (b) Subject to Section 4.1(c) and the provisions of the Bank Guarantee, the representations and warranties made by the Selling Shareholders Principal Shareholders, Parent and Acquisition Sub in this Agreement (including the representations and warranties set forth in Section 2), the Closing Certificate Exhibits hereto and the Acquisition Consideration Certificate) Disclosure Schedule shall survive the Closing Effective Time and, except for with the Specified Representationsexception of the representations and warranties in the Exhibits hereto, shall expire at 11:59 p.m. U.S. Pacific Time on the first second anniversary of the Closing Date Effective Time. (c) Subject to the “Expiration Date”); providedprovisions of the Bank Guarantee and Section 5.2, however, that ifthe representations and warranties made by the Principal Shareholders (1) in Section 2.16 shall survive the Effective Time for a period of 20 years and (2) in Section 2.21 shall survive the Effective Time for the applicable statute of limitations. The Principal Shareholders shall have the right to retain, at any time prior their sole expense, an environmental auditing firm to conduct an environmental audit of the Expiration DateCompany's real property, any Indemnitee (acting in good faith) delivers which audit must be initiated upon reasonable notice to Parent, may not unreasonably interfere with the Selling Shareholders normal business operations of the Company and must be completed within six months after the Effective Time. The Shareholders' Agent shall maintain a Claim Notice (as defined in Schedule 12.7(c)) alleging copy of the existence of an inaccuracy in or a breach of any report from such environmental audit during the survival period of the representations and warranties made by any of the Selling Principal Shareholders and asserting a claim for recovery under in Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations2.16. The representations and warranties made by the Purchaser in Sections 2.3(a), (d) and (e) shall not survive the Closingindefinitely. (b) The representations, warranties, covenants and obligations of the Selling 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. (cd) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or and any representation and warranty made by the Shareholders in any update to of the Disclosure Schedule Exhibits hereto shall be deemed to be a representation and warranty made by the Selling Principal Shareholders in this Agreement. (de) Nothing contained For purposes of this Agreement, the term "survive" in this Section 10.1 or elsewhere in connection with the representations and warranties means that claims to which the Indemnitees are entitled under this Agreement shall limit any rights or remedy not be barred by the statute of any Indemnitee for claims based limitations ("Verjaehren") before that date on intentional misrepresentation or fraudwhich such representations and warranties expire.

Survival of Representations, Etc. (a) Subject 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 Section 10.1(d)this Agreement or in connection with the transactions contemplated hereby, including, without limitation, the Ancillary Agreements, shall be deemed to be representations and warranties made by the Selling Shareholders in this Agreement (including the such party hereunder. The representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) contained herein shall survive the Closing andDate for a period of fifteen (15) months, except for the Specified Representationsand claims based upon or arising out of such representations and warranties, shall expire as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at 11:59 p.m. U.S. Pacific Time on the first anniversary of any time after the Closing Date (within such period, with the “Expiration Date”); providedexception of claims based upon or arising out of Section 3.23, howeverand claims alleging fraud, that ifwhich shall survive the Closing or, at any time prior in the case of claims of fraud, be asserted and subject to indemnification hereunder, until the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any expiration of the representations and warranties applicable statute or statutes of limitation (including any extensions thereof). No investigation made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based parties hereto (whether prior to, on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail after the basis for such claim), then the claim asserted Closing Date) shall in such Claim Notice and any way limit the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive parties. On the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The Date all representations and warranties contained in this Agreement and made by the Purchaser shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling Shareholders, DCS and the rights Stockholders shall expire as to DCS 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. (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 thereafter will be deemed to be a representation and warranty have been made exclusively by the Selling Shareholders in this AgreementStockholders. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in this Agreement (including the representations and warranties set forth Company Disclosure Schedule), the Company Compliance Certificate or in the Closing Certificate and the Acquisition Consideration Certificatecertificates provided pursuant to Sections 7.5(v), 7.5(vi) or 7.5(viii) shall survive the Closing and, except for the Specified Representations, shall and expire at 11:59 p.m. U.S. Pacific Time on the first anniversary termination of the Closing Date (the “Expiration Date”)Escrow Claim Period; provided, however, that (A) if, at any time prior to the Expiration Dateend of the Escrow Claim Period, any Parent Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders’ Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any the Company for which the Escrow Claim Period has not expired (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist and a good faith estimate of the Selling Shareholders its indemnifiable Damages in respect of such claim) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date end of the Escrow Claim Period until such time as such 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. Each ; (B) the representations and warranties in Section 3.3 (Capitalization) and Section 3.9 (Intellectual Property) shall survive until the later of the Specified Representations end of the Escrow Claim Period or the final Milestone Merger Consideration Payment Date, if any; and (C) the representations and warranties in Section 3.14 (Tax Matters) shall survive for a period equal to the Closing until applicable statute of limitations and any extensions thereof plus thirty (30) days (with the understanding by all the parties hereto that if, at any time prior to the expiration of the statute of limitations applicable representations and warranties in Section 3.14 (Tax Matters), any Parent Indemnitee delivers to the subject matter Stockholders’ Representative a written notice alleging the existence of such Specified Representations. The an inaccuracy in or a breach of any of the representations and warranties made by the Purchaser Company in Section 3.14 (Tax Matters) for which the representations and warranties in Section 3.14 (Tax Matters) have not expired (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist and a good faith estimate of its indemnifiable Damages in respect of such claim) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall not survive the Closingexpiration of the representations and warranties in Section 3.14 (Tax Matters) until such time as such 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). All representations and warranties made by Parent and Merger Sub shall survive the Closing and expire at the termination of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties contained in this 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 fully performed or fulfilled, until the expiration of the relevant statute of limitations. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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 RepresentativesRepresentatives subject to any exceptions or qualifications set forth in the Company Disclosure Schedule. The parties recognize and agree that the representations and warranties 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 10, or other remedy based on such representations, warranties, covenants, and obligations. (c) For purposes of this AgreementSection 10, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty or a qualification to a representation or warranty, as the case may be, made by the Selling Shareholders Company in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the representations and warranties made by the Selling Shareholders in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) shall survive the Closing and, except for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser Company, Sellers and the Founders shall not survive the ClosingClosing and will survive this Agreement until the second anniversary of the Closing Date. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, Sellers, and Founders 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. (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Company, Sellers, and Founders in this Agreement. (d) Nothing contained The representations and warranties made by Parent shall survive the Closing and will survive this Agreement until the second anniversary of the Closing Date. (e) The representations, warranties, covenants and obligations of the Parent, and the rights and remedies that may be exercised by the Seller 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 Seller Indemnitees or any of their Representatives. (f) For purposes of this Agreement, each statement or other item of information set forth in the Parent Disclosure Schedule or in any update to the Parent Disclosure Schedule shall be deemed to be a representation and warranty made by the Parent in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraudAgreement.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Company, the Designated Shareholders and the Other Shareholders in this Agreement Sections 2 and 3 shall survive the Closing and shall expire at 5:00 p.m. Eastern time on the Audit Release Date (including other than representations and warranties of the Company under Sections 2.3 and 2.15(a) and (b), which shall survive until the lapsing of the applicable statute of limitations, and the representations and warranties set forth in of the Closing Certificate Company under Sections 2.9(a), (b), (c) and the Acquisition Consideration Certificate) (f), which representations shall survive until the Closing and, except for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first second anniversary of this Agreement). Notwithstanding the Closing Date (the “Expiration Date”); providedforegoing, however, that if, at any time prior to the Expiration Date, such Audit Release Date (or other applicable expiration date) any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice Shareholder Representative (as defined in Schedule 12.7(c)below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Company, the Designated Shareholders or the Other Shareholders (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 10.2 8.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration such Audit Release Date (or other applicable expiration date), until such time as such claim is fully and finally resolved. Each No claim for indemnification of the Specified Representations shall survive type described in Section 8.2(a)(iii) may be initiated at any time after the Closing until the expiration second anniversary of the statute of limitations applicable to the subject matter of such Specified Representationsthis Agreement. The All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Purchaser Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall not survive the Closingthereupon cease. (b) The representations, warranties, covenants and obligations of the Selling Company, the Designated Shareholders and the Other 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 Knowledge of, any of the Indemnitees or any of their Representatives. Parent acknowledges that the Company Disclosure Schedules shall be read together with applicable representations and warranties of the Company under this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty warranty, or a qualification of a representation and warranty, made by the Selling Company, the Designated Shareholders or Other Shareholders, as the case may be, in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Stockholders in this Agreement (including Agreement, the representations and warranties set forth Selling Stockholders Compliance Certificate or in the Closing Certificate and the Acquisition Consideration Certificate) any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary end of the Closing Date (the “Expiration Date”)Escrow Period; provided, however, that if, if at any time prior to the Expiration Dateend of the Escrow Period, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders’ Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Stockholders (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying such asserted claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date end of the Escrow Period until such time as such claim is fully and finally resolved. Each of All representations and warranties made by the Specified Representations Parent shall survive the Closing until the first anniversary thereof, at which time all liability of the Parent with respect to such representations and warranties shall thereupon cease. All covenants, agreements and obligations of the parties contained in Article 4 shall survive the Closing for a period of one year; provided, however, that any covenant underlying a claim asserted pursuant to Section 9.2(a) prior to the end of such one year period shall survive until such claim is fully and finally resolved. All other covenants, agreements and obligations of the parties contained in this 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 fully performed or fulfilled, until the expiration of the relevant statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser shall not survive the Closinglimitations. (b) The Subject to Section 9.2(d) below, the representations, warranties, covenants and obligations of the Selling ShareholdersStockholders, 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 parties recognize and agree that the representations and warranties 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 Article 9, or other remedy based on such representations, warranties, covenants, and obligations. (c) For purposes of this AgreementArticle 9, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Stockholders in this Agreement. (d) Nothing . Notwithstanding anything herein to the contrary, the representations and warranties of the Selling Stockholders contained in this Section 10.1 Agreement, the Compliance Certificate or elsewhere in any other document, certificate, schedule or instrument delivered or executed in connection herewith shall, for purposes of the indemnifying parties’ obligations pursuant to this Article 9, be deemed to be made as of the Agreement shall limit Date and as of the Closing Date (except to the extent any rights such representation or remedy warranty expressly speaks of any Indemnitee for claims based on intentional misrepresentation or fraudan earlier date) without regard to the exceptions set forth in the Compliance Certificate, but subject to the exceptions set forth in the Company Disclosure Schedule.

Survival of Representations, Etc. (a) Subject to Sections 9.1(b), 9.1(c), 9.1(d) and 9.1(e), the representations, warranties, covenants and obligations of the Company and the Designated Stockholders shall survive: (i) the Closing and the consummation of the transactions referred to in Section 10.1(d1.1; (ii) any sale or other disposition of any or all of the Acquired Corporations; and (iii) any merger, combination, recapitalization or similar transaction effected by or otherwise involving the Parent or any or all of the Acquired Corporations. (b) Subject to Section 9.1(c), 9.1(d) and 9.1(e), the representations and warranties made by the Selling Shareholders in this Agreement Company and the Designated Stockholders (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration CertificateSection 2) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of 455 days after the Closing Date (the “"Expiration Date”"); providedPROVIDED, howeverHOWEVER, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders' Agent a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company or the Designated Stockholders (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Specified Representations Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall survive thereupon cease. (c) Subject to Section 9.1(e), the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser Company and the Designated Stockholders in Section 2.16 shall not remain in full force and effect and shall survive until the Closingexpiration of the longest applicable statute of limitations; PROVIDED, HOWEVER, that if, at any time prior to the expiration of such statute of limitations, 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 or warranties made by the Company or the Designated Stockholders in Section 2.16 (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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (bd) Subject to Section 9.1(e), the representations and warranties made by the Company and the Designated Stockholders in Section 2.9 shall remain in full force and effect and shall survive until the fifth anniversary of the Closing Date; PROVIDED, HOWEVER, that if, at any time prior to the expiration of the fifth anniversary of the Closing 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 or warranties made by the Company or the Designated Stockholders in Section 2.9 (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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (e) Notwithstanding anything to the contrary contained in Section 9.1(b), 9.1(c) or 9.1(d) (and without limiting the generality of anything contained in Section 9.1(a)), if any of the Acquired Corporations or any of the Designated Stockholders has or had actual knowledge, on or prior to the Closing, of any circumstance that constitutes or that has given rise or could reasonably be expected to give rise, directly or indirectly, to any inaccuracy or other Breach of any representation or warranty set forth in Section 2, then such representation or warranty shall not expire, but rather shall remain in full force and effect for an unlimited period of time. (f) The representations, warranties, covenants and obligations of the Selling ShareholdersAcquired Corporations 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. (cg) 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 Selling Shareholders Company and the Designated Stockholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by of the Selling Shareholders in this Agreement Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “"Expiration Date”"); provided, however, that if, at any time prior to the Expiration Date, any Parent Indemnitee (acting in good faith) delivers to the Selling Shareholders Shareholders' Agent a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (and setting forth in reasonable detail the basis for such Parent Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The All representations and warranties made by Parent and Merger Sub shall terminate and expire on the Purchaser Expiration Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall not thereupon cease; provided, however, that if prior to the Expiration Date, the Shareholders' Agent delivers to Parent a written notice alleging the existence of an inaccuracy in or breach of any of the representations made by Parent (and setting forth in reasonable detail the basis for the Shareholders' Agent's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the ClosingExpiration Date until such time as such claim is fully and finally resolved. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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, warranties, covenants and obligations of Parent, and the rights and remedies that may be exercised by the Shareholder 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 Shareholder Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth with respect to the Company in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Company in this Agreement, and each statement or other item of information set forth with respect to Parent in the Parent Disclosure Schedule or in any update to the Parent Disclosure Schedule shall be deemed to be a representation and warranty made by Parent in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in Section 2 (as modified or supplemented by the Company Disclosure Schedule as of the date of this Agreement (including the representations Agreement) and warranties set forth in the Company Closing Certificate and the Acquisition Consideration Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of date that is 18 months after the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration date that is 18 months after the Closing Date, any Indemnitee Parent (acting in good faith) delivers to the Selling Shareholders Stockholders’ Agents a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (and setting forth in reasonable detail the basis for an Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration date that is 18 months after the Closing Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The All representations and warranties made by Parent and Merger Subs, except for those in Sections 3.1, 3.3, 3.4, 3.5, 3.6 and 3.7(b), which shall survive until the Purchaser shall not survive first anniversary of the Closing., shall terminate and expire as of the Effective Time of Merger II, and any Liability of Parent, Merger Sub I or Merger Sub II with respect to such representations and warranties (except for those in Sections 3.1, 3.3, 3.4, 3.5, 3.6 and 64. Table of Contents (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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 RepresentativesRepresentatives (except for the information contained in this Agreement and in the Company Disclosure Schedule). (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Company in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.. 10.2

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders in this Agreement Company (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration CertificateSection 2) shall survive the Closing and, except and shall expire on the filing with the SEC of Parent's Annual Report on Form 10-K for the Specified Representationsfiscal year ended December 31, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date 1999 (the “Expiration "Termination Date”"); provided, however, that if, at any time prior to the Expiration Termination Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Stockholders' Agent a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Termination Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Purchaser Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall not survive the Closingthereupon cease. (b) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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. (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 Selling Shareholders Company in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Sections 4.1(b), 4.1(c) and 4.1(d), the representations, warranties, covenants and obligations of the Company shall survive (without limitation): (i) the consummation of the transactions referred to in Section 10.1(d1; (ii) any sale or other disposition of any or all of the shares of Company Capital Stock; and (iii) any merger, combination, recapitalization or similar transaction effected by or otherwise involving SST or the Company. (b) Subject to Sections 4.1(c) and 4.1(d), the representations and warranties made by the Selling Shareholders Company in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration CertificateSection 2) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice Shareholders' Representative (as defined in Schedule 12.7(cSection 4.9(a)) a written notice alleging the existence of an inaccuracy in or a breach Breach of any of the such representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 4.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)Breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration first anniversary of the Closing Date until such time as such claim is fully and finally resolved. Each of . (c) Subject to Section 4.1(d), the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser Company in Section 2.14 shall not survive the ClosingClosing for the applicable statute of limitations; provided, however, that if, at any time prior to the expiration of the applicable statute of limitations, any Indemnitee (acting in good faith) delivers to the Shareholders' Representative a written notice alleging the existence of a Breach of any of such representations and warranties and asserting a claim for recovery under Section 4.2 based on such Breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (bd) Notwithstanding anything to the contrary contained in Section 4.1(b) or 4.1(c) (and without limiting the generality of anything contained in Section 4.1(a)), no limitations on survival of any representations or warranties of the Company shall apply in the case of fraud committed by the Company. (e) The representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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. (cf) 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 Selling Shareholders Company in this Agreement. (dg) Nothing All representations and warranties made by SST shall terminate and expire as of the Closing, and any liability of SST with respect to such representations and warranties shall thereupon cease; provided, however, that notwithstanding the foregoing, the representations and warranties made by SST in Section 3 shall survive the Closing and shall expire on the first anniversary of the Closing Date; and provided further, however, that if, at any time prior to the first anniversary of the Closing Date, any Shareholder (acting in good faith) delivers to SST a written notice alleging the existence of a Breach of any of such representations and warranties contained in this Section 10.1 or elsewhere 3 and asserting a claim for recovery under Section 4.8 based on such alleged Breach, then the claim asserted in this Agreement such notice shall limit any rights or remedy survive the first anniversary of the Closing Date until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, no limitations on survival of any Indemnitee for claims based on intentional misrepresentation representations or fraudwarranties of SST shall apply in the case of fraud committed by SST.

Survival of Representations, Etc. (a) Subject to Section 10.1(d)All of the representations, the representations warranties, covenants and warranties agreements made by the Selling Shareholders each party in this Agreement or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list delivered by any such party pursuant hereto shall survive the Closing for a period of (including and claims based upon or arising out of such representations, warranties, covenants and agreements may be asserted at any time before the date which shall be) eighteen (18) months following the Closing, except with respect to the representations and warranties set forth in the Closing Certificate Section 4.1 and Section 4.3, which shall survive indefinitely and the Acquisition Consideration Certificate) representations and warranties set forth in Section 4.20, Section 4.23 and Section 4.28 which shall survive until thirty (30) days following the Closing andexpiration of the applicable statute of limitations (with extensions) with respect to the matters addressed in such sections. Seller, except for on the Specified Representationsone hand, and Acquiror, on the other hand, shall expire at 11:59 p.m. U.S. Pacific Time on be entitled to rely upon the first anniversary representations and warranties of Acquiror or the Closing Date (the “Expiration Date”); providedSeller Parties, howeveras applicable, that if, at any time prior to the Expiration Date, any Indemnitee (acting set forth in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by any of such party in a writing received by the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect applicable party prior to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable survival period provided herein. (b) Subject to the subject matter of such Specified Representations. The representations following sentence and warranties made by Section 10.2(d), any covenant required to be performed prior to the Purchaser Closing shall not survive the Closing. (b) The representations, warranties, covenants and obligations of the Selling Shareholders, and any covenant required to be performed after the rights Closing shall survive the Closing. Notwithstanding the foregoing, if and remedies to the extent that may a covenant contained herein requires performance prior to and after the Closing, such covenant shall survive the Closing solely to the extent intended or required to be exercised by performed after 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 RepresentativesClosing. (c) For purposes of this AgreementSubject to Section 10.2(d) below, each statement or other item of information upon the Closing, the conditions set forth in the Disclosure Schedule Article VIII and Article IX shall expire and be of no further force or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders in this Agreementeffect. (d) Nothing contained in this Section 10.1 10.2(b) or elsewhere in this Agreement Section 10.2(c) shall limit any Acquiror's indemnification rights or remedy with respect to breaches of representations and warranties even if such breaches relate to matters that also would constitute breaches of any Indemnitee for claims based on intentional misrepresentation covenants that do not survive the Closing or fraudto matters that would have resulted in the failure of any condition to the Closing to be satisfied.

Survival of Representations, Etc. (a) Subject to Section 10.1(dSections 9.1(b), 9.1(c) and 9.1(g), the representations and warranties made by the Selling Shareholders Company in this Agreement (including including, without limitation, the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration CertificateSection 2) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “"Termination Date"); provided, however, that if, at any time prior to the Termination Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agents a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (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 9.2 based on such alleged 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. (b) Subject to Section 9.1(g), the representations and warranties made by the Company in Section 2.9, Section 2.14, Section 2.20 and Section 2.21 shall survive the Closing and shall expire on the second anniversary of the Closing Date; provided, however, that if, at any time prior to the second anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Shareholders' Agents a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company in Section 2.9, Section 2.14, Section 2.20 or Section 2.21 (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 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second anniversary of the Closing Date until such time as such claim is fully and finally resolved. (c) Subject to Section 9.1(g), the representations and warranties made by the Company in Section 2.3 shall survive the Closing and shall expire on the earlier to occur of the fifth anniversary of the Closing Date or the expiration of the applicable statute of limitations period (the "Expiration Date”"); provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Shareholders' Agents a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company in Section 2.3 (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of . (d) Subject to Section 9.1(g): (i) the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The representations and warranties made by the Purchaser Parent and Merger Sub in Section 3.1 and in any other part of this Agreement other than Sections 3.2 through 3.6, shall not survive the ClosingClosing and shall expire on the first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date, a claim is made (in good faith) alleging the existence of an inaccuracy in or a breach of such representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for such claimant's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing Date until such time as such claim is fully and finally resolved; (ii) the representations and warranties made by Parent and Merger Sub in Section 3.2, Section 3.5 and Section 3.6 shall survive the Closing and shall expire on the second anniversary of the Closing Date; provided, however, that if, at any time prior to the second anniversary of the Closing Date, a claim is made (in good faith) alleging the existence of an inaccuracy in or a breach of such representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for such claimant's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second anniversary of the Closing Date until such time as such claim is fully and finally resolved; (iii) the representations and warranties made by Parent and Merger Sub in Section 3.4 shall survive the Closing and shall expire on the earlier to occur of the fifth anniversary of the Closing Date or the expiration of the applicable statute of limitations period; provided, however, that if, at any time prior to the earlier to occur of the fifth anniversary of the Closing Date or the expiration of the applicable statute of limitations, a claim is made (in good faith) alleging the existence of an inaccuracy in or a breach of such representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for such claimant's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the earlier to occur of the fifth anniversary of the Closing Date or the expiration of the applicable statute of limitations until such time as such claim is fully and finally resolved; and (iv) the representations and warranties made by Parent and Merger Sub in Section 3.3 shall terminate and expire as of the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease (it being understood that nothing in this clause "(iv)" shall limit the rights of any Merger Shareholder under Rule 10b-5 under the Exchange Act or under any similar provision of any state or federal law). (be) The Except to the extent that accurate information was set forth in the Disclosure Schedule as a qualification to a particular representation or warranty that is relevant to the Damages claimed, and except as provided in the last two sentences of Section 4.3(b), the representations, warranties, covenants and obligations of the Selling ShareholdersCompany, 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. (cf) 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 Selling Shareholders Company in this Agreement. (g) The limitations set forth in Sections 9.1(a), (b), (c) and (d) Nothing contained shall not apply in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy the case of any Indemnitee for claims based on a Person's own intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Shareholders Company in this Agreement Agreement, the Company Disclosure Schedule or any other document, certificate, schedule or instrument delivered or executed in connection herewith (including the representations and warranties set forth in the Closing Certificate Section 2 and the Acquisition Consideration representations set forth in the Company Compliance Certificate) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary final day of the Closing Date (the “Expiration Date”)Escrow Period; provided, however, that (i) the representations and warranties set forth in Section 2.3, Section 2.14, Section 2.15 and Section 2.16 shall survive until the expiration of the relevant statute of limitations and (ii) if, at any time prior to expiration of the Expiration Daterepresentations and warranties, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Company Shareholders' Representative a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders Company (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 10.2 9.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the representation or warranty underlying the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date end of the Escrow Period until such time as such claim is fully and finally resolved. Each All of the Specified Representations 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 the Closing party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations applicable to the subject matter of such Specified Representationslimitations. The All representations and warranties made by Parent and Merger Sub shall terminate and expire at the Purchaser end of the Escrow Period, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease, and any Liability of Parent or Merger Sub with respect to such representations and warranties shall not survive the Closingexceed $3,775,000. (b) The representations, warranties, covenants and obligations of the Selling Shareholderseach party, and the rights and remedies that may be exercised by the IndemniteesIndemnitees 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, or any investigation made by or knowledge of, any of such parties. The parties recognize and agree that the Indemnitees representations and warranties 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 their RepresentativesDamages pursuant to this Article 9, or other remedy based on such representations, warranties, covenants, and obligations. (c) For purposes of this AgreementSection 9, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Shareholders Company in this Agreement. (d) Nothing . Notwithstanding anything herein to the contrary, the representations and warranties of the Company contained in this Section 10.1 or elsewhere in Agreement shall, for purposes of the Indemnifying Parties' obligations pursuant to this Article 9, be deemed to be made as of the date of this Agreement shall limit and as of the Closing Date (except to the extent any rights such representation or remedy warranty expressly speaks of any Indemnitee for claims based on intentional misrepresentation or fraudan earlier date) without regard to the exceptions set forth in the Company Compliance Certificate, but subject to the exceptions set forth in the Company Disclosure Schedule.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the representations and warranties made by the Selling Shareholders in this Agreement (including the representations and warranties set forth in the Closing Certificate and the Acquisition Consideration Certificate) shall survive the Closing and, except for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any All of the representations and warranties made by any party in this Agreement or in any attachment, Exhibit, Schedule, the Disclosure Schedules or any certificate, document or list delivered by any such party pursuant hereto (but excluding any Stockholder Transmittal Letter, Consent Agreement or Accredited Investor Certification) shall survive the Closing for a period of twelve months following the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach Closing Date (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and except that (a) the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully set forth in Sections 3.1 (Organization), 3.2(a) — (c) (Subsidiaries), 3.3(a) — (d) and finally resolved. Each of the Specified Representations (f) (Capitalization), 3.4 (Authorization), 3.28 (No Brokers), 4.1 (Organization), 4.2 (Authorization) and 4.7 (No Brokers) shall survive the Closing for a period of three years following the Closing Date, and (b) the representations and warranties set forth in Section 3.22 (Tax Matters) shall survive until 30 days following the expiration of the applicable statute of limitations (including any applicable extensions) with respect to the subject matter of matters addressed in such Specified Representations. The sections (such representations and warranties set forth in clauses (a) and (b), collectively, the “Fundamental Representations”)). Claims based upon or arising out of any such representations and warranties may be asserted at any time before the expiration date of the applicable representations and warranties. The Company Equityholders shall be entitled to rely upon the representations and warranties of Parent and Merger Sub set forth in this Agreement. Parent and Merger Sub shall be entitled to rely upon the representations and warranties of the Company set forth in this Agreement. The expiration of the representations and warranties provided herein shall not affect the rights of an indemnified party in respect of any Claim made by such indemnified party that is submitted prior to the Purchaser shall not survive expiration of the Closing. (b) The representationsapplicable survival period provided herein. All of the covenants, warranties, covenants agreements and obligations of the Selling 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. (c) For purposes of parties under 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 Agreement to be a representation and warranty made by performed after the Selling Shareholders Closing will survive the Closing in this Agreementaccordance with their respective terms, subject to any applicable statute of limitations. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject to Section 10.1(d), the The representations and warranties made by the Selling Company, the Designated Shareholders and the Non-Designated Shareholders in this Agreement (including and the other Transaction Agreements and the representations and warranties set forth in the Designated Shareholders' Closing Certificate Certificates (as defined in the Reorganization Agreement), the Non-Designated Shareholder's Certificates and the Acquisition Consideration CertificateCompany Shareholder's Certificate (as defined in the Escrow Agreement) shall survive the Closing and, except for the Specified Representations, and shall expire at 11:59 p.m. U.S. Pacific Time on the first second anniversary of the Closing Date (the “Expiration "Termination Date”"); provided, however, that if, at any time prior to the Expiration Termination Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders Shareholders' Agent a Claim Notice (as defined in Schedule 12.7(c)) written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company, any of the Selling Designated Shareholders or any of the Non-Designated Shareholders or set forth in the Company Closing Certificate, the Designated Shareholders' Closing Certificates, the Non-Designated Shareholder's Certificates or the Company Shareholder's Certificate (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 10.2 4.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim)breach, then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim notice shall survive the Expiration Date Termination Date, until such time as such claim is fully and finally resolved. Each of the Specified Representations shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter of such Specified Representations. The All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Purchaser Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall not survive the Closingthereupon cease. (b) The representations, warranties, covenants and obligations of the Selling Company, the Designated Shareholders and the Non-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 information furnished to, or any investigation made by or knowledge of, 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 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Selling Company and the Designated Shareholders in this the Reorganization Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.

Survival of Representations, Etc. (a) Subject All statements contained herein and in all documents and agreements related hereto or contemplated hereby and in the Disclosure Schedule and in any certificate or instrument or document delivered by or on behalf of the parties pursuant to Section 10.1(d), this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties made by the Selling Shareholders in this Agreement (including the parties hereunder. The representations and warranties set forth of Seller contained herein and as provided in the Closing Certificate and the Acquisition Consideration Certificate) shall survive the Closing and, except for the Specified Representations, shall expire at 11:59 p.m. U.S. Pacific Time on the first anniversary of the Closing Date (the “Expiration Date”); provided, however, that if, at any time prior to the Expiration Date, any Indemnitee (acting in good faith) delivers to the Selling Shareholders a Claim Notice (as defined in Schedule 12.7(c)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any of the Selling Shareholders and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach (which such Claim Notice states with reasonable detail the basis for such claim), then the claim asserted in such Claim Notice and the representations and warranties with respect to such claim shall survive the Expiration Date until such time as such claim is fully and finally resolved. Each of the Specified Representations preceding sentence shall survive the Closing until the expiration third anniversary of the Closing Date, unless Buyer notifies Seller in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty, in which case such representation or warranty shall survive with respect to such claim until the final resolution by settlement, arbitration, litigation or otherwise of any such claim arising from such alleged breach; provided that (i) the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.4, 4.6 and 4.12 shall survive indefinitely and (ii) the representations and warranties contained in Sections 4.17, 4.18 and 4.22 shall survive through the applicable statute of limitations applicable to the subject matter of such Specified Representationslimitations. The representations and warranties made by the Purchaser of Buyer contained herein shall not survive the Closing. (b) , until the third anniversary of the Closing Date, unless Seller notifies Buyer in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty, in which case such representation or warranty shall survive with respect to such claim until the final resolution by settlement, arbitration, litigation or otherwise of any such claim arising from such alleged breach. The representations, warranties, covenants and obligations agreements of the Selling Shareholdersparties contained herein shall survive the Closing indefinitely, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or except as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representativesprovided herein. (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 Selling Shareholders in this Agreement. (d) Nothing contained in this Section 10.1 or elsewhere in this Agreement shall limit any rights or remedy of any Indemnitee for claims based on intentional misrepresentation or fraud.