Common use of Duration of Liability Clause in Contracts

Duration of Liability. (1) The representations and warranties contained in this Agreement will survive the Closing and, notwithstanding Closing and any investigation made by or on behalf of Purchaser, continue in full force and effect for twenty-four (24) months after the Closing Date, except that: (a) the Fundamental Representations will survive indefinitely or until the latest date permitted by Law; (b) the representations and warranties set out in Section 4.1(o) [Tax Matters] will survive and continue in full force and effect until 90 days after the expiration of the period (“Tax Assessment Period”) during which any tax assessment may be issued by a Governmental Entity in respect of any taxation year to which such representation and warranty extends. The Tax Assessment Period will be determined without having regard to any consent, waiver, agreement or other document that extends the period during which a Governmental Entity may issue a tax assessment (except where such consent, waiver, agreement or other document was given or issued prior to the Closing Date). A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law; and (c) any representation and warranty involving fraud or fraudulent misrepresentation by the Party giving that representation and warranty will survive and continue in full force and effect without limitation of time. (2) No Party has any obligation or liability with respect to any representation or warranty made by such Party in this Agreement after the end of the applicable time period specified in Section 9.1(1), except for any such claims that the Party has been notified of in accordance with the terms of this Agreement prior to the end of the applicable time period. (3) The indemnities set out in Section 9.2(1)(c) and Section 9.2(1)(f) will continue in full force and effect for three years after the Closing Date, after which such indemnities will be of no further force and effect, except with respect to any claims thereunder of which the Vendor has been notified by the Purchaser in accordance with the terms of this Agreement prior to the end of such period.