Common use of Survival Periods Clause in Contracts

Survival Periods. If the Merger is consummated, the representations and warranties of the parties contained in this Agreement and the representations and warranties set forth in the Company’s closing certificate referenced in Section 8.2, respectively, shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve (12) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of the Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules and any subsequent updates or modifications thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit the application of Section 10.3(d).

Survival Periods. If Subject to the Merger is consummated, the representations and warranties of the parties limitations contained in this Article VI, all representations, warranties, covenants and agreements contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the date that is eighteen (18) months after the Closing (the “Survival Date”); provided that (a) with respect to the representations and warranties set forth in Sections 3.15 (Tax Matters), the Company’s closing certificate referenced 42 Survival Date shall be the 30th day after the expiration of the applicable statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) and (b) with respect to the Fundamental Representations and the Buyer Fundamental Representations, there shall be no Survival Date and such representations and warranties shall survive the Closing indefinitely. The Parties agree that so long as written notice is given on or prior to the Survival Date with respect to such claim, the representations and warranties with respect to such breach shall continue to survive until such matter is finally resolved. For the avoidance of doubt, any covenant, agreement or obligation set forth in Section 8.2, respectivelythis Agreement or any Transaction Document, shall survive the Effective TimeClosing until the date that such covenant, regardless of any investigation agreement or disclosure made by or on behalf of any of obligation has been fully performed in accordance with its terms. Notwithstanding anything herein to the parties contrary, the Seller will not be liable with respect to this Agreement for a period of twelve (12) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any for the breach or inaccuracy of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior pursuant to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity PeriodSection 6.1(a)(i), and (b) no right the Buyer will not be liable with respect to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to for the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of the Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules and any subsequent updates or modifications thereto. The waiver of any condition based on the accuracy of any representation or warrantywarranty pursuant to Section 6.2(a)(i), unless written notice of a claim thereof is delivered to the Seller or on the performance of or compliance with any covenantBuyer, will not affect any right as the case may be, prior to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit the application of Section 10.3(d)Survival Date.

Survival Periods. If the Merger is consummatedExcept for Fundamental Representations, the all other representations and warranties of Purchaser, the parties Sellers and the Company contained in this Agreement and the representations right to commence any claim with respect thereto under Section 8.2 and warranties set forth in the Company’s closing certificate referenced in Section 8.2, respectively, 8.3 shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of Closing until the parties to date that is one (1) year after the Closing Date. The Fundamental Representations contained in this Agreement for a period and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing and remain -84- in full force and effect until sixty (60) days following the expiration of twelve all applicable statutes of limitations. The covenants and agreements contained in this Agreement that by their nature are required to be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (121) months year after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the “Indemnity Period”)last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, except that (a) the representations indemnity for Excluded Taxes under Section 9.1, the representations, warranties and warranties set forth in covenants relating to Taxes and the Fundamental Representations obligations and the right to commence any claim with respect thereto under Article IX shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four Closing and remain in full force and effect until sixty (2460) months days following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration all applicable statutes of such Indemnity Periodlimitations (giving effect to any waiver, mitigation or extension thereof), and (b) no right if notice in writing of a bona fide claim with respect to indemnification pursuant to this Article X in respect of any claim based upon any the inaccuracy or breach of any Fundamental Representation that is set forth such representation or warranty or covenant or failure to comply with any such covenant providing with reasonable specificity the basis for the claim shall have been given in a Notice of Claim delivered good faith to the Party against whom such indemnity may be sought prior to the expiration date of the Fundamental Reps Indemnity Period shall applicable survival period, such representation or warranty or covenant in respect of which indemnity may be affected by sought under this Agreement, and the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummatedindemnity with respect thereto, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification the time at which it would otherwise terminate pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, Section 8.1 solely with respect to the accuracy or inaccuracy of or compliance with, any claims made in such representation or warranty; provided, however, that written notice and claims reasonably related to the representations and warranties of the Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules and any subsequent updates or modifications thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit the application of Section 10.3(d)underlying facts until finally resolved.

Survival Periods. If the Merger is consummated, the representations and warranties of the parties contained in this Agreement and the representations certificates of Parent and warranties set forth in the Company’s closing certificate referenced in Company delivered pursuant to Section 8.2, respectively, 6.3(a) shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve six (126) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X 8 in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Claim Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VIIIV) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time; provided, however, that no right to indemnification pursuant to Article 8 in which case respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenants shall survive until fully performed or observed in accordance with their termscovenant. The right to indemnification pursuant to Article X 8 based on any breach or inaccuracy of such representations representations, warranties and warranties covenants will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation representation, warranty or warrantycovenant; provided, however, that the representations and warranties of the Parent and Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules and any subsequent updates or modifications theretoSchedules. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit the application of Section 10.3(d).

Survival Periods. If the Merger is consummatedExcept for Fundamental Representations, the all other representations and warranties of Purchaser, the parties Sellers and the Company contained in this Agreement and the representations right to commence any claim with respect thereto under Section 8.2 and warranties set forth in the Company’s closing certificate referenced in Section 8.2, respectively, 8.3 shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of Closing until the parties to date that is one (1) year after the Closing Date. The Fundamental Representations contained in this Agreement for a period and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of twelve all applicable statutes of limitations. The covenants and agreements contained in this Agreement that by their nature are required to be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (121) months year after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the “Indemnity Period”)last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, except that (a) the representations indemnity for Excluded Taxes under Section 9.1, the representations, 84 warranties and warranties set forth in covenants relating to Taxes and the Fundamental Representations obligations and the right to commence any claim with respect thereto under Article IX shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four Closing and remain in full force and effect until sixty (2460) months days following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration all applicable statutes of such Indemnity Periodlimitations (giving effect to any waiver, mitigation or extension thereof), and (b) no right if notice in writing of a bona fide claim with respect to indemnification pursuant to this Article X in respect of any claim based upon any the inaccuracy or breach of any Fundamental Representation that is set forth such representation or warranty or covenant or failure to comply with any such covenant providing with reasonable specificity the basis for the claim shall have been given in a Notice of Claim delivered good faith to the Party against whom such indemnity may be sought prior to the expiration date of the Fundamental Reps Indemnity Period shall applicable survival period, such representation or warranty or covenant in respect of which indemnity may be affected by sought under this Agreement, and the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummatedindemnity with respect thereto, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification the time at which it would otherwise terminate pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, Section 8.1 solely with respect to the accuracy or inaccuracy of or compliance with, any claims made in such representation or warranty; provided, however, that written notice and claims reasonably related to the representations and warranties of the Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules and any subsequent updates or modifications thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit the application of Section 10.3(d)underlying facts until finally resolved.

Survival Periods. If the Merger is Mergers are consummated, the representations and warranties of the parties contained in this Agreement and the representations and warranties set forth in the Company’s Companies’ closing certificate referenced in Section 8.2, respectively, shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve eighteen (1218) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twentythirty-four six (2436) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is Mergers are consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI V and Article VIIVI) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of the Company Companies shall be deemed to be limited by the disclosures set forth in the Companies Disclosure Schedules Schedule and any subsequent updates or modifications theretothereto prepared in accordance with the terms hereof. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity PeriodPeriod (except in the case of fraud). Nothing in this Section 10.1 shall limit the application of Section 10.3(d).

Survival Periods. If the Merger is consummated, the representations and warranties of the parties contained in this Agreement and the representations and warranties set forth in the CompanyHoldCo’s closing certificate referenced in Section 8.2, respectively, shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve eighteen (1218) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twentythirty-four six (2436) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article Aricle X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by affectedby the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed performed, in whole or in part, after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to this Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any orany knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of HoldCo or the Company shall be deemed to be limited by the disclosures set forth in the NSC Disclosure Schedules and any subsequent updates or modifications theretoSchedules. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity PeriodPeriod (except in the case of fraud). Nothing in this Section 10.1 shall limit the application of Section 10.3(d).

Survival Periods. If the Merger is consummated, the The representations and warranties of the parties contained in this Agreement and the representations and warranties Company set forth in this Agreement, or in any certificate, agreement, document or other instrument required to be executed and delivered by the Company’s closing certificate referenced in Section 8.2, respectively, shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties Company pursuant to this Agreement for a period of twelve (12) months following the Closing (the “Indemnity PeriodCertificates”), except that the representations and warranties set forth in the Fundamental Representations shall will survive the Closing and the Effective TimeTime and remain in full force and effect until 11:59 p.m., regardless of any investigation or disclosure made by or Pacific time, on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following date that is one year after the Closing Date (the “Fundamental Reps Indemnity PeriodSurvival Date”); provided, however, that that: (ai) no right the Fundamental Representations will survive the Closing and the Effective Time and remain in full force and effect until the expiration of the statutes of limitations (including extensions thereof) applicable to indemnification pursuant the subject matters referenced therein (and with respect to this Article X the Fundamental Representations, the Survival Date means such expiration of the applicable statutes of limitations (including extensions thereof)); and (ii) in the event of fraud of or by the Company with respect of any claim based upon any breach of to any representation or warranty that is not a Fundamental Representation that is set forth in this Agreement or any Certificate, such representation or warranty will survive until the statute of limitation applicable to fraud under applicable Law. If a Notice Claim Certificate asserting a breach of a representation or warranty is delivered before the date on which such representation or warranty ceases to survive pursuant to the terms of this Agreement, then the claims specifically set forth in such Claim delivered prior to Certificate will survive for the benefit of all Indemnified Parties beyond the expiration of the Indemnity Period applicable survival period for such representation or warranty until such claims are resolved in accordance with this Article VIII. Notwithstanding anything to the contrary in this Agreement, it is the intention of the parties hereto that the foregoing survival periods supersede any applicable statute of limitations applicable to such representations or warranties. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 8.1 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 affected by reduced to the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation shortened survival period contemplated hereby. The parties further acknowledge that is the time periods set forth in a Notice this Section 8.1 for the assertion of Claim delivered prior claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to the expiration of the Fundamental Reps Indemnity Period shall be affected enforced as agreed by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of the Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules and any subsequent updates or modifications thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit the application of Section 10.3(d)parties.

Survival Periods. If the Merger is consummated, the The representations and warranties of the parties Company and the Selling Shareholders contained in this Agreement Agreement, or in the Company Closing Certificate delivered by them to the Parent and the representations and warranties set forth in Purchaser at the Company’s closing certificate referenced in Section 8.2, respectivelyClosing pursuant to the terms this Agreement, shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve (12) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in i) with respect to the Fundamental Representations shall survive – until the Effective Time, regardless of any investigation or disclosure made by or on behalf of any expiration of the parties applicable statute of limitations, (ii) with respect to this Agreement for a period the Founders' Regular Representations - until 11:59 p.m. Pacific Time on the Business Day immediately following the expiration of thirty six (36) months from the Closing Date, and (iii) with respect to the Non-Founders’ Regular Representations - until 11:59 p.m. Pacific Time on the Business Day immediately following the expiration of twenty-four (24) months from the Closing Date (the first day following the Closing (last day of each of the foregoing survivability periods, as applicable, the “Fundamental Reps Indemnity PeriodRelease Date”); provided. None of the representations or warranties of the Parent or Purchaser shall survive the Closing. Notwithstanding the foregoing, howeverin no case shall the termination of the representations, that (a) no right to indemnification pursuant to this Article X in respect of warranties, covenants and agreements affect any claim based upon any breach for or arising out of any representation or warranty relating to fraud, willful misrepresentation or intentional breach. The Parties agree that if a Claim Notice (as such term is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period, and (bdefined below) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right the terms herein is duly and timely delivered to indemnification pursuant to Article X based the Holder Representative, in good faith and on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Datereasonable grounds, with respect to an Indemnified Event occurring prior to the accuracy or inaccuracy Release Date, then the lapsing of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of shall not affect the Company claim specified in such Claim Notice, which claim shall survive until finally resolved in accordance with Section 10.04. Any claim (other than for fraud or willful misrepresentation) with respect to which a Claim Notice was not delivered to the Holder Representative, prior to the Release Date shall be deemed to have been waived and shall be limited absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever and the Company and Selling Shareholders shall have no liability with respect thereto. By way of clarification for the purpose of ensuring compliance with the Israeli Limitation Law, 5718-1958, it is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.01 is shorter than the disclosures 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 in this Article X. The Parties further acknowledge that the time periods set forth in the Disclosure Schedules and any subsequent updates or modifications thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit 10.01 for the application assertion of Section 10.3(d)claims 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 Parties.

Survival Periods. If Subject to the Merger is consummated, the representations and warranties of the parties limitations contained in this Agreement Article X, (i) the Business Fundamental Representations and the representations and warranties set forth in the Company’s closing certificate referenced in Section 8.2, respectively, shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve (12) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in the Purchaser Fundamental Representations shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or and the Closing until the date that is thirty-six (36) months after the Closing Date (the “Fundamental Representations Survival Date”), with respect to (ii) the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of the Company shall be deemed to be limited by the disclosures indemnification obligation set forth in Section 10.1(a)(iii) and the Disclosure Schedules covenants set forth in Article VIII (in each case, other than relating to Taxes imposed under Bulletin 7) shall survive the execution and any subsequent updates or modifications thereto. The waiver delivery of any condition based on this Agreement and the accuracy of any representation or warranty, or on Closing until the performance of or compliance with any covenant, will not affect any right to indemnification date that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted is the 60th day after the expiration of the Indemnity Period. Nothing applicable statute of limitations (the “Tax Survival Date), (iii) the indemnification obligation set forth in Section 10.1(a)(iii) relating to Taxes imposed under Bulletin 7 shall survive the execution and delivery of this Agreement and the Closing until the date that is sixty (60) months after the Closing Date (the “Bulletin 7 Survival Date”), (iv) the representations and warranties contained in this Agreement (other than the Business Fundamental Representations and the Purchaser Fundamental Representations) shall not survive the Closing, (v) other than as set forth in the foregoing clauses (ii) and (iii) (with respect to the indemnification obligation set forth in Section 10.1 10.1(a)(iii) and the covenants set forth in Article VIII), the covenants and agreements contained in this Agreement that are to be performed at or prior to the Closing shall limit survive the application execution and delivery of this Agreement and the Closing until the date that is thirty (30) days after the Closing Date (such date, the “Pre-Closing Covenant Survival Date”) and all other covenants and agreements contained in this Agreement to be performed after the Closing shall survive the execution and delivery of this Agreement and the Closing until the date that is thirty (30) days after the full performance of such covenant in accordance with its terms (each such date, a "Post-Closing Covenant Survival Date”), (vi) the indemnification obligation set forth in Section 10.3(d10.1(a)(iv) shall survive the execution and delivery of this Agreement and the Closing as set forth in Section 10.1(a)(iv) of the Parent Disclosure Schedule (the “Special Indemnity Survival Date”) and (vii) the indemnification obligation set forth in Section 10.2(a)(iii) shall survive the execution and delivery of this Agreement and the Closing until the date that is thirty (30) days after the twelve (12)-month anniversary of the Closing (together with the Fundamental Representations Survival Date, the Tax Survival Date, the Bulletin 7 Survival Date, the Pre-Closing Covenant Survival Date, the Post-Closing Covenant Survival Date and the Special Indemnity Survival Date, the “Survival Dates ” and each, a “Survival Date”). Notwithstanding anything herein to the contrary, Parent will not be liable with respect to any claim for indemnification pursuant to Section 10.1(a), and Purchaser will not be liable with respect to any claim for indemnification pursuant to Section 10.2(a), unless a Claim Notice is delivered to Purchaser or Parent, as the case may be, prior to the applicable Survival Date. The parties agree that so long as a Claim Notice is delivered on or prior to the Survival Date with respect to such claim, the matters with respect to which such Claim Notice is made shall continue to survive until such matter is finally resolved. It is the express intent of the parties that if the applicable survival period of an item as contemplated for claims for indemnification pursuant to this Article X is shorter or longer 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 claims for indemnification set forth in this Article X with respect to such item shall be reduced to the shortened or increased to the extended survival period contemplated thereby.

Survival Periods. If the Merger is consummated, the The representations and warranties of the parties Company, the Selling Shareholders and Parent contained in this Agreement Agreement, or in the Company Closing Certificate delivered by them to the Purchaser at the Closing pursuant to the terms this Agreement, shall survive the Closing (i) with respect to all representations and warranties until 11:59 p.m. Pacific Time on the six (6)-month anniversary of the Closing Date (the first day following the last day of survivability period, the “Release Date”), other than the representations of Parent contained in Section 6.02Section 6.03 and Section 6.03 (“Parent Fundamental Representations”), which shall survive until the expiration of the applicable statute of limitation. None of the representations or warranties of the Purchaser shall survive the Closing, other than the representations contained in Section 5.07, which shall survive indefinitely. Notwithstanding the foregoing, any claims for Losses with respect to the Company’s collection and remission of US sales taxes, within the applicable tax period (i.e., open tax years), and in connection with the filing of sales tax returns (“Sales Tax Losses”) shall survive the Closing until 11:59 p.m. Pacific Time on the twelve (12)-month anniversary of the Closing Date. Notwithstanding the foregoing, in no case shall the termination of the representations, warranties, covenants and agreements affect any claim for or arising out of or relating to fraud, willful misrepresentation or intentional breach. The Parties agree that if an Officer’s Claim Notice in accordance with the terms herein is duly and timely delivered to the Holder Representative, or the Parent, as applicable in good faith and on reasonable grounds, with respect to an Indemnified Event occurring prior to the Release Date, then the lapsing of the representations and warranties set forth shall not affect the claim specified in the Companysuch Officer’s closing certificate referenced in Section 8.2Claim Notice, respectively, which claim shall survive until finally resolved in accordance with Section 10.04. Any claim (other than for fraud or willful misrepresentation) with respect to which an Officer’s Claim Notice was not delivered to the Effective TimeHolder Representative, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve (12) months following the Closing (the “Indemnity Period”)Parent, except that the representations and warranties set forth in the Fundamental Representations shall survive the Effective Timeas applicable, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of the Company Release Date shall be deemed to have been waived and shall be limited absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever and the Company and Selling Shareholders, or the Parent, as applicable, shall have no liability with respect thereto. By way of clarification for the purpose of ensuring compliance with the Israeli Limitation Law, 5718-1958, it is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.01 is shorter than the disclosures 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 in this Article X. The Parties further acknowledge that the time periods set forth in the Disclosure Schedules and any subsequent updates or modifications thereto. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such representations, warranties and covenants. No claim for indemnification may be asserted after the expiration of the Indemnity Period. Nothing in this Section 10.1 shall limit 10.01 for the application assertion of Section 10.3(d)claims 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 Parties.