Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Company Expiration Date, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Date until such time as such claim is fully and finally resolved. The representations and warranties made by Parent or Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, the Stockholders’ Representative (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms. (b) The representations and warranties made by the Company, and the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company Cellatope in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth Cellatope Disclosure Schedule), Cellatope Compliance Certificate or in the Company Closing Certificatecertificate provided pursuant to Section 7.5(vi) shall survive the Closing and shall expire on at the earlier termination of the date (the “Company Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPOEscrow Claim Period; provided, however, that (A) if, at any time prior to the Company Expiration Dateend of the Escrow Claim Period, any Parent Cypress Indemnitee (acting in good faith) delivers to the Stockholders’ Representative Cellatope a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope for which the Company Escrow Claim Period has not expired (and setting forth in reasonable detail the basis for such Parent Cypress Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the Company Expiration Date end of the Escrow Claim Period until such time as such claim is fully and finally resolved. The representations , for the sole purpose of remaining in effect in order to permit such claim to be fully and warranties made by Parent or Merger Sub in this Agreement finally resolved; and (including B) the representations and warranties set forth in Section 33.5 (Intellectual Property) shall survive the Closing and shall expire on until the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary payment of the Closing Date anniversary of Milestone Consideration or the Closing Date and (ii) the date of the closing of a Qualified IPOHoldback Payment Date; provided, however, that if, at any time prior to the Parent Expiration earlier of the payment of the Milestone Consideration or the Holdback Payment Date, the Stockholders’ Representative (acting in good faith) any Cypress Indemnitee delivers to Parent Cellatope a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub Cellatope in Section 3.5 (Intellectual Property) (and setting forth in reasonable detail the basis for the Stockholders’ Representativesuch Cypress Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the Parent Expiration earlier of the payment of the Milestone Consideration or the Holdback Payment Date until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved. The agreements, covenants All representations and other obligations of the parties hereto warranties made by Cypress shall survive the Closing and expire at the Effective Time termination of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties contained in accordance this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with their respective termssuch 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 made by the Companyrepresentations, and the warranties, covenants and obligations of the CompanyCellatope, and the rights and remedies that may be exercised by the Parent Cypress Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, any of the Parent Cypress Indemnitees or any of their Representatives. The parties recognize and agree that the representations and warranties made by Parent also operate as bargained for promises and Merger Subrisk allocation devices and that, accordingly, any party’s knowledge, and the covenants and obligations waiver of Parent and Merger Subany condition based on the accuracy of any representation or warranty, and or on the rights and remedies that may be exercised by the Stockholders’ Representativeperformance of or compliance with any covenant or obligation, shall not be limited affect the right to indemnification or otherwise affected by or as a result payment of any information furnished toDamages pursuant to this Section 10, or any investigation made by or Knowledge ofother remedy based on such representations, the Companywarranties, the Company Stockholderscovenants, the Stockholders’ Representative or any of the respective representatives.and obligations, (c) Nothing contained For purposes of this Section 10, each statement or other item of information set forth in the Cellatope Disclosure Schedule shall be deemed to be a representation and warranty or a qualification to a representation or warranty, as the case may be, made by Cellatope in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentationAgreement.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the (i) The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate2) shall survive the Closing and shall expire on the earlier of the date second (the “Company Expiration Date”2nd) that is (i) the eighteenth month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPODate; provided, however, that if, at any time prior to the Company Expiration first anniversary of the Closing Date (the “Indemnification Completion Date, ”) any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative Company a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration second (2nd) anniversary of the Closing Date until such time as such claim is fully and finally resolved. resolved (such final time hereinafter referred to as the “Company Indemnification Completion Date”). (ii) The representations and warranties made by Parent or and the Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Indemnification Completion Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, third (3rd) anniversary of the Stockholders’ Representative Closing Date any Company Indemnitee (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or and the Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representativesuch Company Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.3 6.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration third (3rd) anniversary of the Closing Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of resolved (such final time hereinafter referred to as the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms“Parent Indemnification Completion Date”). (b) The representations and warranties made by the Company, and the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) Seller hereunder shall survive the Closing and shall expire on the earlier of the date twelve (the “Company Expiration Date”12) that is (i) the eighteenth month anniversary of months following the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPO"Termination Date"); provided, however, that if, at any time prior to the Company Expiration Termination Date, any Parent Purchaser Indemnitee (acting in good faith) delivers to Seller a written notice alleging the Stockholders’ Representative existence of an incompleteness of, inaccuracy in or a breach of any of the representations and warranties made by the Company or Seller (and setting forth in reasonable detail the basis for such Purchaser Indemnitee's belief that such an incompleteness, inaccuracy or breach may exist) and asserting a claim for recovery this Section 10 based on such alleged incompleteness, inaccuracy or breach, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved; provided, further, that a claim for recovery in connection therewith, if not resolved by mutual consent, must be filed with a competent court by the Purchaser Indemnitee within ninety (90) days after the Termination Date. (b) The representations and warranties made by Purchaser hereunder shall survive the Closing and shall expire on the Termination Date; provided, however, that if, at any time prior to the Termination Date, Seller delivers to Purchaser a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Purchaser (and setting forth in reasonable detail the basis for such Parent Indemnitee’s Seller's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under this Section 9.2 10 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Termination Date until such time as such claim is fully and finally resolved. The representations and warranties made by Parent or Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, howeverfurther, that if, at any time prior to the Parent Expiration Date, the Stockholders’ Representative (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breachin connection therewith, then the claim asserted in such notice shall survive the Parent Expiration Date until such time as such claim is fully and finally resolved. The agreementsif not resolved by mutual consent, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance must be filed with their respective terms. (b) The representations and warranties made a competent court by the Company, and Purchaser Indemnitee within ninety (90) days after the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representativesTermination Date. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate2) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth month first anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPODate; provided, however, that if, at any time prior to the Company Expiration first anniversary of the Closing Date (the “Indemnification Completion Date, ”) any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Stockholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration first anniversary of the Closing Date until such time as such claim is and any potential Damages are fully and finally resolved. resolved (such final time hereinafter referred to as the “Stockholder Indemnification Completion Date”). (b) The representations and warranties made by Foreign Parent, Parent or and the Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Indemnification Completion Date”) that is (i) the eighteenth month anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, first anniversary of the Stockholders’ Representative Closing Date any Stockholder Indemnitee (acting in good faith) delivers to Foreign Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Foreign Parent, Parent or and the Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representativesuch Stockholder Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.3 6.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration first anniversary of the Closing Date until such time as such claim is and any potential Damages are fully and finally resolved. The agreements, covenants and other obligations of resolved (such final time hereinafter referred to as the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms“Foreign Parent Indemnification Completion Date“). (b) The representations and warranties made by the Company, and the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. (aA) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement Shareholder (including the representations and warranties set forth in Section SECTION 2 and the representations and warranties set forth in the Company Shareholder's Closing Certificate) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth month anniversary [*] of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPODate; provided, however, that the representations and warranties of the Company and the Shareholder set forth in [*] shall survive the Closing until [*]; provided, further, that if, at any time prior to the Company Expiration [*] of the Closing Date, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative Shareholder a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Shareholder (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach existsmay exist) and asserting a [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 37. claim for recovery under Section SECTION 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. . (B) The Disclosure Schedule, the representations, warranties, covenants and obligations of the Company and the Shareholder, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to (except as set forth in the Disclosure Schedule), or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (C) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Shareholder in this Agreement. (D) The representations and warranties made by Parent or Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) SECTION 3 shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) [*] after the eighteenth month anniversary filing of Parent's first quarterly report on Form 10-Q filed with the SEC subsequent to the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPODate; provided, however, that if, at any ----------------- time prior to the Parent Expiration Datesuch date, the Stockholders’ Representative Shareholder (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s Shareholder's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section SECTION 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration Date such date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms. (b) The representations and warranties made by the Company, and the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth month first anniversary of the Closing Date Date; except that the representations and warranties contained in Sections 2.3, 2.9, 2.13 and 2.15 (iithe "Continuing Warranties Sections") shall survive the fourth month Closing and shall expire on the third anniversary of the closing of a Qualified IPOClosing Date; provided, however, that if, at any time prior to the Company Expiration first anniversary (or the third anniversary with respect to the Continuing Warranties Sections) of the Closing Date, as applicable, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative 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 Stockholders (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. The All representations and warranties made by Parent or and Merger Sub in this Agreement (including the representations shall terminate and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier as of the date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary Effective Time, and any liability of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, the Stockholders’ Representative (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub (with respect to such representations and setting forth in reasonable detail the basis for the Stockholders’ Representative’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice warranties shall survive the Parent Expiration Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective termsthereupon cease. (b) The representations and warranties made by the Companyrepresentations, and the warranties, covenants and obligations of the CompanyCompany and the Stockholders, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company and the Stockholders in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentationAgreement.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including and in each of the representations other agreements, certificates and warranties set forth instruments delivered to Parent pursuant to or in Section 2 and connection with the representations and warranties set forth in the Company Closing Certificate) transactions contemplated by this Agreement shall survive the Closing and shall expire expire, together with the Parent Indemnitees' right to seek indemnification for breaches thereto pursuant to this Article X, on the earlier of the date which is nine (the “Company Expiration Date”9) that is (i) the eighteenth month anniversary of months following the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPO"Stockholder Expiration Date"); provided, however, that if, at any time prior to the Company Stockholder Expiration Date, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative ' 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 (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company applicable Stockholder Expiration Date until such time as such claim is fully and finally resolved. The representations and warranties made by Parent or and Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire expire, together with the Stockholder Indemnitees' right to seek indemnification for breaches thereto pursuant to this Article X, on the earlier of date which is nine (9) months following the date Closing Date (the “"Parent Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO"); provided, however, that if, at any time prior to the Parent Expiration Date, the Stockholders’ Representative any Stockholder Indemnitee (acting in good faith) delivers to Parent a written notice alleging the existence of an any inaccuracy in or a breach of any of the representations and warranties made by Parent or and Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s such Stockholder Indemnitee's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.3 10.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable Parent Expiration Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms. (b) The representations For purposes of this Agreement, each statement or other item of information set forth in any Schedule hereto shall be deemed to be a part of the representation and warranties warranty made by the Company, and the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and as the covenants and obligations of Parent and Merger Subcase may be, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentationAgreement.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate2) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth month first anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPODate; provided, however, that if, at any time prior to the Company Expiration first anniversary of the Closing Date, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative 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 (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 7.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties made by Parent or and Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month first anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPODate; provided, however, that if, at any time prior to the Parent Expiration first anniversary of the Closing Date, the Stockholders’ Representative Agent (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or and Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s Agent's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. The agreementsNotwithstanding the preceding sentence, covenants the representations and other obligations warranties of the parties hereto Parent and Merger Sub set forth in Sections 3.1 and 3.6 shall survive terminate and expire at the Closing and the Effective Time in accordance any liability of Parent or Merger Sub with their respective termsrespect to such representations and warranties shall thereupon cease. (b) The representations and warranties made by the Companyrepresentations, and the warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained 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 the Company in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentationAgreement.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth 12-month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPODate; provided, however, that if, at any time prior to the Company Expiration 12-month anniversary of the Closing Date, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Sellers' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Date 12-month anniversary of the Closing until such time as such claim is fully and finally resolved. The representations ; and warranties made by Parent or Merger Sub in this Agreement (including provided, further, that the representations and warranties set forth related to the second bullet point in Section 3) shall Part 2.3 of the Disclosure Schedule shall, for purposes of such claims by Parent, survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month first anniversary of the Closing Date until the fourth anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, the Stockholders’ Representative (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective termsClosing. (b) The representations and warranties made by the Companyrepresentations, and the warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, any of the Parent Indemnitees or any of their Representatives. . (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement. (d) The representations and warranties made by Parent (including the representations and Merger Sub, warranties set forth in Section 3 and the representations and warranties set forth in the Parent Closing Certificate) shall survive the Closing and shall expire on the 12-month anniversary of the Closing Date; provided, however, that if, at any time prior to the 12-month anniversary of the Closing Date, the ECI Sellers' Representative (as defined below) or the Other Sellers' Representative (as defined below) (acting in good faith) delivers 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 reasonable detail the basis for the Sellers' Representative's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the 12-month anniversary of the Closing until such time as such claim is fully and finally resolved. (e) The representations, warranties, covenants and obligations of Parent and Merger Subthe Parent, and the rights and remedies that may be exercised by the Stockholders’ RepresentativeSellers, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, any of the Company, the Company Stockholders, the Stockholders’ Representative Sellers or any of the respective representativestheir Representatives. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth 12-month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPODate; provided, however, that if, at any time prior to the Company Expiration 12-month anniversary of the Closing Date, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Sellers' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Date 12-month anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties made by Parent or Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, the Stockholders’ Representative (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms. (b) The representations and warranties made by the Companyrepresentations, and the warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, any of the Parent Indemnitees or any of their Representatives. . (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement. (d) The representations and warranties made by Parent Terayon (including the representations and Merger Sub, warranties set forth in Section 3 and the representations and warranties set forth in Terayon Closing Certificate) shall survive the Closing and shall expire on the 12-month anniversary of the Closing Date; provided, however, that if, at any time prior to the 12-month anniversary of the Closing Date, the Sellers' Representative (acting in good faith) shall deliver to Terayon a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Terayon (and setting forth in reasonable detail the basis for the Sellers belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the 12-month anniversary of the Closing until such time as such claim is fully and finally resolved. (e) The representations, warranties, covenants and obligations of Parent and Merger SubTerayon, and the rights and remedies that may be exercised by the Stockholders’ RepresentativeSellers, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representativesSellers. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

Survival of Representations, Etc. (a) Subject to limitations set forth herein, the The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate2) shall survive the Closing and shall expire on the earlier of the date first (the “Company Expiration Date”1st) that is (i) the eighteenth month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPODate; provided, however, that if, at any time prior to the Company Expiration first (1st) anniversary of the Closing Date (the “Representation Completion Date, ”) any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative Shareholders and Optionholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.2 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration first (1st) anniversary of the Closing Date until such time as such claim is fully and finally resolved. resolved (such final time hereinafter referred to as the “Company Representation Completion Date”). (i) The representations and warranties made by Parent or and the Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Representation Completion Date”) that is (i) the eighteenth month anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, first (1st) anniversary of the Stockholders’ Representative Closing Date any Company Indemnitee (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or the Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representativesuch Company Indemnitee’s belief that such an inaccuracy or breach existsmay exist) and asserting a claim for recovery under Section 9.3 6.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration first (1st) anniversary of the Closing Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of resolved (such final time hereinafter referred to as the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms“Parent Representation Completion Date”). (b) The representations and warranties made by the Companyrepresentations, and the warranties, covenants and obligations of the Companyany Party, and the rights and remedies that may be exercised by the Parent Indemniteesanother Party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge knowledge of, any of the Parent Indemnitees such other Party or any of their its Representatives. The representations . (c) For purposes of this Agreement, (i) each statement or other item of information set forth in the Disclosure Schedules shall be deemed to be a representation and warranties warranty made by the Company in this Agreement; and (ii) each statement or other item of information set forth in the Parent Disclosure Schedules or in any update to the Parent Disclosure Schedules shall be deemed to be a representation and warranty made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained Sub in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentationAgreement.