Common use of Fundamental Representations Clause in Contracts

Fundamental Representations. Notwithstanding anything to the contrary contained in Section 10.1(a), but subject to Sections 10.1(f) and 11.2, the Fundamental Representations (other than the Fundamental Representations referred to in Section 10.1(b)) shall survive the Closing until 11:59 p.m. (California time) on the [***] (such time on such date, the “Extended Expiration Time”); provided, however, that if, at any time prior to the Extended Expiration Time, the Purchaser delivers to the Seller a Claim Notice alleging in good faith the existence of an inaccuracy in or a breach of any Fundamental Representation (other than any Fundamental Representation referred to in Section 10.1(b)) and asserting a claim under Section 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such Claim Notice shall survive the Extended Expiration Time until such time as such claim is fully and finally resolved in accordance with the terms of this Agreement.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Raptor Pharmaceutical Corp), Asset Purchase Agreement (Raptor Pharmaceutical Corp)