Common use of Survival and Limitations of Representations and Warranties Clause in Contracts

Survival and Limitations of Representations and Warranties. 4.1 Survival of Warranties by the Vendor The representations and warranties made by the Vendor and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Shares provided for herein and, notwithstanding such closing, shall continue in full force and effect for the benefit of the Purchaser; provided that no Warranty Claim may be made or brought by the Purchaser after the date which is 2 years following the Closing Date. After the expiration of the period of time referred to above, the Vendor will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendor and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any Warranty Claims made by the Purchaser in writing prior to the expiration of such period. 4.2 Survival of Warranties by the Purchaser The representations and warranties made by the Purchaser and contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby will survive the closing of the purchase and sale of the Purchased Shares provided for herein and, notwithstanding such closing, shall continue in full force and effect for the benefit of the Vendor; provided that no Warranty Claim may be made or brought by the Vendor after the date which is 2 years following the Closing Date. After the expiration of the period of time referred to above in this section, the Purchaser will be released from all obligations and liabilities in respect of the representations and warranties made by it in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any Warranty Claims made by the Vendor in writing prior to the expiration of such period.

Appears in 1 contract

Sources: Share Purchase Agreement (Hirsch International Corp)

Survival and Limitations of Representations and Warranties. 4.1 Survival of Warranties by the Vendor Vendor. The representations and warranties made by the Vendor and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Shares Assets provided for herein and, notwithstanding such closingclosing or any investigation made by or on behalf of the Purchaser or any other person or any knowledge of the Purchaser or any other person, shall continue in full force and effect for the benefit of the Purchaser; provided that no , subject to the following provisions of this section. No Warranty Claim may be made or brought by the Purchaser after the date which is 2 years 360 days following the Closing Date. After the expiration of the period of time referred to aboveaforesaid, the Vendor will be released from all obligations and liabilities in respect of the representations and an warranties made by the Vendor and contained in this Agreement or in any document or certificate given in order to carry out the transactions transaction contemplated hereby, hereby except with respect to any Warranty Claims claims made by the Purchaser in writing prior to the expiration of such periodperiod and subject to the rights of the Purchaser to make any claim permitted by paragraph (b) of this section. 4.2 Survival of Warranties by the Purchaser Purchaser. The representations and warranties made by the Purchaser and contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby will survive the closing of the purchase and sale of the Purchased Shares Assets provided for herein and, notwithstanding such closingclosing or any investigation made by or on behalf of the Vendor or the Shareholder or any other person or any knowledge of the Vendor or the Shareholder or any other person, shall continue in full force and effect for the benefit of the Vendor; Vendor provided that no Warranty Claim may be made or brought by the Vendor after the date which is 2 years 360 days following the Closing Date. After the expiration of the period of time referred to above in this section, the Purchaser will be released from all obligations and liabilities in respect of the representations and warranties made by it in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any Warranty Claims made by the Vendor in writing prior to the expiration of such period.

Appears in 1 contract

Sources: Asset Purchase Agreement (Osiris CORP)