Common use of Limitations on Survival Clause in Contracts

Limitations on Survival. Except for the representations and ----------------------- warranties in SECTIONS 3.1(B), (C) and (D), each of the representations and warranties made by the parties in ARTICLE 3 and in the certificates delivered pursuant to SECTIONS 5.1 and 5.2 (and including the Disclosure Schedule insofar as the Disclosure Schedule relates to such representations and warranties) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement the Closing and the consummation of the transactions called for by this Agreement to and until 18 months after the Effective Time, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal representation. The representations and warranties contained in SECTIONS 3.1(B), (C) and (D) shall survive Closing and shall not terminate at any time.

Appears in 1 contract

Sources: Stock Purchase Agreement (Windy Hill Pet Food Co Inc)

Limitations on Survival. Except for the representations and ----------------------- warranties in SECTIONS 3.1(B), (C) and (D), each Each of the representations and warranties made by the parties in ARTICLE 3 Article III and in the certificates delivered pursuant to SECTIONS 5.1 Sections 5.01(a) and 5.2 5.02(a) (and including the Disclosure Schedule insofar as the Disclosure Schedule relates to such representations and warranties) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement Agreement, the Closing and the consummation of the transactions called for by this Agreement to and until 18 eighteen (18) months after the Effective Time, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal representationmisrepresentation. The representations Notwithstanding the foregoing, the representation and warranties warranty contained in SECTIONS 3.1(B), (C) and (DSection 3.01(i)(B) shall not survive Closing and shall not terminate at any timeClosing.

Appears in 1 contract

Sources: Merger Agreement (Windy Hill Pet Food Co Inc)