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 Vendors and the Company. The representations and warranties made by the Vendors and the Company 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 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, subject to the following provisions of this section. (a) Except as provided in (b) and (c) of this section, no Warranty Claim may be made or brought by the Purchaser after the date which is two years following the Closing Date. (b) Any Warranty Claim which is based upon or relates to the tax liability of the Company for a particular taxation year may be made or brought by the Purchaser at any time prior to the expiration of the period (if any) during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties in respect of such taxation year under applicable tax legislation could be issued, assuming that the Company does not file any waiver or similar document extending such period as otherwise determined. (c) Any Warranty Claim which is based upon or relates to the title to the Purchased Shares or which is based upon intentional misrepresentation or fraud by the Vendors or the Company may be made or brought by the Purchaser at any time. After the expiration of the period of time referred to in (a) of this section, the Vendors will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendors and the Company 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 and subject to the rights of the Purchaser to make any claim permitted by (b) and or (c) of this section.

Survival and Limitations of Representations and Warranties. 4.1 Survival of Warranties by the Vendors Vendor and the CompanyShareholder. The representations and warranties made by the Vendors Vendor and the Company Shareholder 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 closing 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, subject to the following provisions of this section. (a) Except as provided in paragraph (b) and (c) of this section, no Warranty Claim may be made or brought by the Purchaser after the date which is two years following the First Closing Date. (b) Any Warranty Claim which is based upon or relates to the tax liability of the Company for a particular taxation year may be made or brought by the Purchaser at any time prior to the expiration of the period (if any) during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties in respect of such taxation year under applicable tax legislation could be issued, assuming that the Company does not file any waiver or similar document extending such period as otherwise determined. (c) Any Warranty Claim which is based upon or relates to the title to the Purchased Shares Assets or which is based upon intentional misrepresentation or fraud by the Vendors Vendor or the Company Shareholder may be made or brought by the Purchaser at any time. After the expiration of the period of time referred to in paragraph (a) of this section, the Vendors Vendor and the Shareholder will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendors Vendor and the Company Shareholder and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, hereby except with respect to any Warranty Claims claims made by the Purchaser in writing prior to the expiration of such period and subject to the rights of the Purchaser to make any claim permitted by paragraph (b) and or (c) of this section.