Common use of Survival of Representations, Etc Clause in Contracts

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

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the 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 3 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire at 11:59 p.m. Pacific Time on the date that is eighteen months after final day of the Closing Date (the “General Termination Date”)Escrow Period; provided, however, that (i) the Fundamental Representations representations and warranties of the Company set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires 2.5 (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, Capitalization) (the “Expiration Company Special Representations”) shall survive until the two (2)-year anniversary of the Closing Date”). Notwithstanding the preceding sentence of this Section 6.1(a), ; and (ii) if, at any time prior to the applicable Expiration Dateexpiration of the representations and warranties, Purchaser (acting in good faith) any Indemnified Party delivers to Seller the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the such representations and warranties set forth in Section 3 (and setting forth in reasonable detail the basis for Purchasersuch Indemnified Party’s belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 8.2 based on such alleged inaccuracy or breach, then the Indemnification Claim representation or warranty underlying the claim asserted in such notice shall survive the applicable Expiration Date end of the Escrow Period solely for the purpose of resolving such claim until such time as such Indemnification Claim claim is fully and finally resolved. For The Company’s disclosure to Parent or Merger Sub of a breach of, or inaccuracy in, any of the avoidance of doubtrepresentations and warranties made by the Company in this Agreement, the time limitations 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 in no way limit the survival period of such representations and warranties set forth in the prior sentence of this Section 6.1 shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e8.1(a).

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

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after first anniversary of the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration first anniversary of the Closing Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Company (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date first anniversary of the Closing until such time as such Indemnification Claim claim is fully and finally resolved. For Notwithstanding the avoidance foregoing, any such notice asserting an inaccuracy in or breach of doubtany 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 Closing Date, in which case the claim asserted in such notice shall survive until such time limitations set forth as such claim is fully and finally resolved. The representations and warranties made by Parent and Merger Sub in Sections 4.4 and 4.5 shall survive the Closing and shall expire on the first anniversary of the Closing Date. All other representations and warranties made by Parent and Merger Sub in this Section 6.1 Agreement shall not apply to terminate and expire as of the matters contemplated by Section 6.2(b)Effective Time, (c), (d) and (e).any liability of Parent or Merger Sub with respect to

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

Survival of Representations, Etc. (a) Survival The representations, warranties, covenants and obligations of Section 3 Representations. Each of the Company and the Key Stockholders (including the representations and warranties set forth in Sections 2 and 3 and the representations and warranties set forth in the certificates referred to in Section 3 7) shall survive the Closing Closing. Except as provided in Section 10.1(b) with respect to “Willful Breaches,” all covenants and shall expireobligations of the Company set forth in Sections 5 and 6, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such and all representations and warrantieswarranties of the Company set forth in Section 2 and in the certificate referred to in Section 7.8(h), other than the Specified Representations that are not Specified §2.9 Representations, shall expire on the date that is eighteen months after the Closing Date (the “General Termination Designated Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Designated Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 10.7(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representations, warranties, covenants or breach may exist obligations and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Each Specified Representation that is not a Specified §2.9 Representation shall survive until the avoidance 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 doubtIndemnification 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 limitations as such claim is fully and finally resolved. Each representation, warranty, covenant or obligation of the Key Stockholders set forth in this Section 6.1 Sections 3, 5.3(b), 5.5, 6.2 and 6.3 and in the Key Stockholder Certificate shall not apply survive until the Extended Date; provided, however, that if, at any time on or prior to the matters contemplated by 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 6.2(b)10.2 based on such alleged inaccuracy or breach, (c)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, (d) warranties and (e)pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations, warranties, covenants and obligations shall thereupon cease.

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of (i) The representations and warranties made by the Founders (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Founders' Closing Certificate), other than the representations and warranties made by the Founders set forth in Section 2.9 (the "IP REPRESENTATION") (including the representations and warranties relating to the IP Representation set forth in the Founders' Closing Certificate, if any), shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen 12 months after the Closing Date (the “General Termination Date”"EXPIRATION DATE"); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 made by the Founders (and setting forth in reasonable detail the basis for Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 11.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For ; and (ii) the avoidance of doubt, IP Representation (including the time limitations representations and warranties relating to the IP Representation set forth in this Section 6.1 the Founders' Closing Certificate, if any) shall not apply survive the Closing and shall expire on the date that is 24 months after the Closing Date (the "IP EXPIRATION DATE"); provided, however, that if, at any time prior to the matters contemplated by Section 6.2(b)IP Expiration Date, any Indemnitee (c), 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 IP Representation (dand setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and (e)asserting a claim for recovery under Section 11.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the IP Expiration Date until such time as such claim is fully and finally resolved.

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

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

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

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

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

Survival of Representations, Etc. The representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing Date but shall terminate twenty-four (24) months after the Closing Date except that (a) Survival the representations and warranties in Sections 4.16 shall survive until the date which is sixty (60) days after the expiration of Section 3 Representations. Each the statute of limitations applicable to such matters, (b) the representations and warranties set forth in Section 3 4.17 shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on until the date that which is eighteen thirty-six (36) months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faithc) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in the second sentence of Section 3 4.7(a) shall survive until the date which is sixty (60) months after the Closing Date and setting forth (d) the representations and warranties in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist Sections 4.1, 4.2, 4.14, 5.1, 5.2 and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim asserted in such notice 5.6 shall survive the applicable Expiration Closing Date until such time as such Indemnification Claim is fully and finally resolved. For in perpetuity; provided, that the avoidance of doubt, the foregoing time limitations set forth in this Section 6.1 shall not apply to any claim for breach of representation or warranty which has been made in writing in accordance with the matters contemplated following sentence prior to the expiration of the applicable survival period. No claim may be made with respect to any alleged breach of a representation or warranty of Seller or Buyer contained in this Agreement, whether for indemnification in respect thereof or otherwise, unless written notice of such claim setting forth the alleged breach and resulting claimed damages in reasonable detail is given to Seller or Buyer, as applicable, within the time period specified in this Section 10.1. No right to indemnification in respect of any breach of representation or warranty shall be limited by Section 6.2(b), (c), (d) and (e)reason of any investigation or audit conducted before or after the Closing or by the knowledge of any party of any breach of a representation or warranty by the other party either before or after the Closing.

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

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

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

Survival of Representations, Etc. (a) Survival The representations, warranties, covenants and obligations of Section 3 Representations. Each of the Company (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing. All representations, warranties, covenants and obligations of the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall expire on the Designated Date, and shall expire, together any liability with any right respect to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”)warranties shall thereupon cease; provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Designated Date, Purchaser any Parent Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 9.7(a)) alleging the existence of an inaccuracy in or a breach of any of such representations, warranties, covenants or obligations and asserting a claim for recovery under Section 9.2(a) based on such alleged inaccuracy or breach, then the claim asserted in such Notice of Indemnification Claim shall survive until such time as such claim is fully and finally resolved. All representations, warranties, covenants and obligations of Parent and Merger Sub (including the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief Parent Closing Certificate) shall terminate and expire as of the Designated Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease; provided, however, that such if, at any time on or prior to the Designated Date, any Company Indemnitee (acting in good faith) delivers to Parent a Notice of Indemnification Claim alleging the existence of an inaccuracy in or a breach may exist of any of such representations, warranties, covenants or obligations and asserting an Indemnification Claim a claim for recovery under Section 9.2(b) based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance of doubt; provided, further, the time limitations covenants set forth in this Section 6.1 5.14 shall not apply to survive the matters contemplated by Section 6.2(b), (c), (d) and (e)Closing in accordance with their terms.

Survival of Representations, Etc. (a) Survival The representations, warranties, covenants and obligations of Section 3 Representations. Each of the Company and the Key Stockholders (including the representations and warranties set forth in Sections 2 and 3 and the representations and warranties set forth in the certificates referred to in Section 3 7) shall survive the Closing Closing. Except as provided in Section 10.1(b) with respect to “Willful Breaches,” all covenants and shall expireobligations of the Company set forth in Sections 5 and 6, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such and all representations and warrantieswarranties of the Company set forth in Section 2 and in the certificate referred to in Section 7.9(i), other than the Specified Representations that are not Specified §2.9 Representations, shall expire on the date that is eighteen months after the Closing Date (the “General Termination Designated Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Designated Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in Section 10.7(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representations, warranties, covenants or breach may exist obligations and asserting an Indemnification Claim a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Each Specified Representation that is not a Specified §2.9 Representation shall survive until the avoidance expiration of doubtthe last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such Specified Representation. Each representation, warranty, covenant or obligation of the time limitations Key Stockholders set forth in this Section 6.1 3, 5.3(b), 5.5. 6.2 or 6.3 shall not apply survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to matters addressed by such representation, warranty, covenant or obligation. All representations, warranties and pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations, warranties, covenants and obligations shall thereupon cease; provided, however, that the representation and warranty of Parent contained in Section 4.5 shall survive until the expiration of the last to expire of the applicable statutes of limitations (giving effect to any extensions thereof) with respect to the matters contemplated addressed by Section 6.2(b), (c), (d) such representation and (e)warranty.

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

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of Except with respect to the representations and warranties set forth made by the parties hereto: (i) in Sections 2.3, 2.20, 2.21 and 3.2, which shall survive indefinitely, and (ii) in Section 3 2.14, which shall survive until one year after any applicable statute of limitations pertaining to any federal, state, local or foreign Tax (the "Tax Termination Date"), the representations and warranties made by the parties hereto shall survive the Closing and shall expire, together with any right to assert remain in full force and effect and shall survive for a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach period of such representations and warranties, on one year after the date that is eighteen months after the Closing Date hereof (the “General "Termination Date”"); , provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to (x) the applicable Expiration Tax Termination Date, Purchaser with respect to a notice in respect of Section 2.14, or (y) the Termination Date, with respect to a notice in respect of all other representations and warranties made herein other than as provided in (i) above, which may be delivered at any time, any Chordiant Indemnitee or Seller Indemnitee, acting in good faith) , delivers to Seller the indemnifying party hereunder a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Termination Date or the Tax Termination Date, as appropriate, until such time as such Indemnification Claim claim is fully and finally resolved. For the avoidance purposes of doubtthis Agreement, the time limitations each statement or other item of information set forth in the Disclosure Schedule shall be deemed to be a representation and warranty made by the Sellers and the Company. Indemnification by the Sellers. The Sellers, severally and not jointly, shall hold harmless and indemnify each of the Chordiant Indemnitees from and against, and shall compensate and reimburse each of the Chordiant Indemnitees for, any Damages which are suffered or incurred by any of the Chordiant Indemnitees or to which any of the Chordiant Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 (as modified by the Disclosure Schedule) or elsewhere herein; (ii) any breach of any covenant or obligation of any of the Sellers or the Company; (iii) any fact, matter or circumstance set forth on Part 2.3(a) of the Disclosure Schedule, or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clauses "(i)," "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 6.1 4). The Sellers acknowledge and agree that, if the Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then Chordiant shall not apply also be deemed, by virtue of its ownership of the stock of the Company, to the matters contemplated by Section 6.2(b), (c), (d) have incurred Damages as a result of and (e)in connection with such inaccuracy or breach.

Survival of Representations, Etc. (a) Survival Subject to Section 8.1(d), (i) the representations and warranties of Section 3 Representations. Each of Seller (including the representations and warranties set forth in Section 3 shall survive the Closing 2 and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Date, Purchaser (acting in good faith) delivers to Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 Seller Closing Certificate), and setting forth in reasonable detail any claim for a breach of a covenant or obligation required to be performed by Seller prior to the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breachClosing, then the Indemnification Claim asserted in such notice shall survive the Closing and shall expire on the second anniversary of the Closing Date, and (ii) each covenant and obligation required to be performed after the Closing by Seller shall survive the Closing and, if such covenant or obligation has an express termination date, shall expire on such termination date; provided, however, that if a Claim Notice (as defined in Schedule 10.9(c)) with respect to a particular representation, warranty or breach of a covenant or obligation of or by Seller is given to Seller on or prior to the applicable Expiration Date expiration date, then, notwithstanding anything to the contrary contained in this Section 8.1(a), such representation, warranty or claim for breach shall not so expire with respect to the claim or claims described in such Claim Notice, but rather shall remain in full force and effect with respect to such claim or claims until such time as such Indemnification Claim is claim or claims (including any indemnification claim asserted by any Purchaser Indemnified Person under Section 8.2) have been fully and finally resolved. For the avoidance of doubt, the time limitations The representations and warranties set forth in Section 3, and any claim for a breach of a covenant or obligation required to be performed by Purchaser prior to the Closing, shall expire on the second anniversary of the Closing Date, and each covenant and obligation required to be performed after the Closing by Purchaser shall survive the Closing and, if such covenant or obligation has an express termination date, shall expire on such termination date; provided, however, that if a Claim Notice with respect to a particular representation or warranty or breach of a covenant or obligation of Purchaser or Parent is given to Purchaser or Parent on or prior to the applicable expiration date, then, notwithstanding anything to the contrary contained in this Section 6.1 8.1(a), such representation, warranty or claim for breach shall not apply so expire with respect to the matters contemplated claim or claims described in such Claim Notice, but rather shall remain in full force and effect with respect to such claim or claims until such time as such claim or claims (including any indemnification claim asserted by any Seller Indemnified Person under Section 6.2(b), (c), (d8.3) have been fully and (e)finally resolved.

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

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of the The representations and warranties set forth of each party to this Agreement, other than the Specified Representations, the Tax Representations and Benefits Representations (such representations and warranties collectively, the “Excluded Representations”), and the right to make claims for indemnification pursuant to Section 9.3(a)(x) and Section 9.4(a)(iv) (to the extent that such claims for indemnification pursuant to Section 9.3(a)(x) or Section 9.4(a)(iv) relate to inaccuracies or breaches of any representations and warranties other than the Excluded Representations) shall, in each such case, survive the Closing and then terminate and expire twelve (12) months following the Closing. The Excluded Representations, as well as the covenants of each party to this Agreement and the right to make claims for indemnification pursuant to Sections 9.3(a)(iv) through 9.3(a)(x) and Sections 9.4(a)(iii) through 9.4(a)(iv) (except with respect to the claims for indemnification pursuant to Section 3 9.3(a)(x) and Section 9.4(a)(iv) identified in the prior sentence as expiring on the twelve (12) month anniversary of the Closing), shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations then terminate and warranties, on expire upon the date that is eighteen months after the Closing Date (the “General Termination Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Special Expiration Date”). Notwithstanding the preceding sentence foregoing two sentences, if a Claim Notice (as defined below) with respect to a particular representation, warranty or covenant of this Section 6.1(a), if, at any time party is given to such party on or prior to the applicable Expiration Dateexpiration date of such representation, Purchaser (acting warranty or covenant, then, notwithstanding anything to the contrary contained in good faith) delivers to Seller a written notice alleging this Section 9.1(a), the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy or breach may exist and asserting an Indemnification Claim based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice Claim Notice shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For Except with respect to any claim based on fraud, willful misrepresentation or intentional misconduct, no claim for a breach of a representation, warranty, covenant or indemnification may be made or brought by any party hereto after the avoidance expiration of doubtthe applicable survival period, as identified in the first two sentences of this Section 9.1(a). It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 9.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time limitations periods set forth in this Section 6.1 shall not apply 9.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the matters contemplated by Section 6.2(b), (c), (d) and (e)parties.

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

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

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

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

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

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

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

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

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

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

Survival of Representations, Etc. (a) Survival The representations, warranties, covenants and obligations of Section 3 Representations. Each of the Company made in and pursuant to this Agreement (including the representations and warranties set forth in Section 3 2 and the representations and warranties set forth in the certificates referred to in Sections 6.5(c) and 6.5(d)) shall survive the Closing Closing. Notwithstanding the foregoing, but subject to Sections 9.1(b) and shall expire9.1(f), together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such all representations and warrantieswarranties of the Company made in and pursuant to this Agreement, all covenants and obligations of the Company which were required by the terms hereof to be performed or complied with prior to the Closing, and all indemnification obligations pursuant to Sections 9.2(a)(vii), 9.2(a)(x) and 9.2(a)(xii) (as it relates to Legal Proceedings that give rise to indemnification claims by Parent under Sections 9.2(a)(vii) and 9.2(a)(x)) shall expire on the date that is eighteen twelve (12) months after the Closing Date (the “General Termination Designated Date”); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time on or prior to the applicable Expiration Designated Date, Purchaser (acting in good faith) any Indemnitee delivers to Seller the Stockholders’ Representative a written notice Notice of Indemnification Claim (as defined in and pursuant to Section 9.8(a)) alleging the existence of an inaccuracy in or a breach of any of the representations and warranties set forth in Section 3 and setting forth in reasonable detail the basis for Purchaser’s belief that such an inaccuracy representations, warranties, covenants or breach may exist obligations, and asserting an Indemnification Claim a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, or asserting a claim under Sections 9.2(a)(vii), 9.2(a)(x) or 9.2(a)(xii) (as it relates to Legal Proceedings that give rise to indemnification claims by Parent under Sections 9.2(a)(vii) and 9.2(a)(x)), then the Indemnification Claim claim asserted in such notice Notice of Indemnification Claim shall survive the applicable Expiration Date until such time as such Indemnification Claim claim is fully and finally resolved. For All representations, warranties and pre-Closing covenants and obligations of Parent and Merger Sub shall terminate and expire as of the avoidance Effective Time, and any liability of doubtParent or Merger Sub with respect to such representations, warranties, pre-Closing covenants and obligations shall thereupon cease (except for the time limitations set forth in this Section 6.1 shall not apply obligation to pay the matters contemplated by Section 6.2(b), (c), (d) and (eMerger Consideration).

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

Survival of Representations, Etc. (a) Survival of Section 3 Representations. Each of The representations and warranties made by the Company, the Designated Shareholders and the Non-Designated Shareholders in this Agreement and the other Transaction Agreements and the representations and warranties set forth in Section 3 the Company Closing Certificate, the Designated Shareholders' Closing Certificates, the Non-Designated Shareholder's Certificates (as defined in the Shareholders' Agreement) and the Company Shareholder's Certificate (as defined in the Escrow Agreement) shall survive the Closing and shall expire, together with any right to assert a claim for recovery under Section 6.2 (such a claim, an “Indemnification Claim”) based on any alleged inaccuracy in or breach of such representations and warranties, expire on the date that is eighteen months after second anniversary of the Closing Date (the “General "Termination Date”"); provided, however, that the Fundamental Representations set forth in Section 3 shall expire, together with any right to assert an Indemnification Claim based on any alleged inaccuracy in or breach of such representations and warranties, on the date that is 60 days following the date on which the statute of limitations applicable thereto expires (each such date, a “Fundamental Representation Termination Date” and, together with the General Termination Date, the “Expiration Date”). Notwithstanding the preceding sentence of this Section 6.1(a), if, at any time prior to the applicable Expiration Termination Date, Purchaser any Indemnitee (acting in good faith) delivers to Seller the Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company, any of the Designated Shareholders or any of the Non-Designated Shareholders or set forth in Section 3 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 Purchaser’s such Indemnitee's belief that such an inaccuracy or breach may exist exist) and asserting an Indemnification Claim a claim for recovery under Section 7.2 based on such alleged inaccuracy or breach, then the Indemnification Claim claim asserted in such notice shall survive the applicable Expiration Date Termination Date, until such time as such Indemnification Claim claim is fully and finally resolved. For All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the avoidance Effective Time, and any liability of doubt, the time limitations set forth in this Section 6.1 Parent or Merger Sub with respect to such representations and warranties shall not apply to the matters contemplated by Section 6.2(b), (c), (d) and (e)thereupon cease.