Survival of Representations and Warranties of Purchaser Clause Samples

Survival of Representations and Warranties of Purchaser. All representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by the Seller and Keebler, shall survive the Closing hereunder and shall not merge in the performance of any obligation by any party hereto.

Survival of Representations and Warranties of Purchaser. The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing and the purchase of the Shares and, notwithstanding the Closing and the purchase of the Shares and the representations and warranties of the Purchaser shall continue in full force and effect for the benefit of the Vendors for a period of eighteen (18) months from the Closing Date.

Survival of Representations and Warranties of Purchaser. No investigation made by or on behalf of the BHP Billiton Parties at any time, including for greater certainty the BHP Billiton Parties' review of Purchaser's financing commitment documents, shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the Purchaser in this Agreement. For greater certainty, the BHP Billiton Parties shall be entitled to rely on the representation and warranty contained in Section 6.6 notwithstanding that the BHP Billiton Parties have reviewed and commented on Purchaser's financing commitment documents. The representations and warranties of Purchaser contained in this Agreement or in any document, certificate or undertaking given pursuant hereto shall survive the closing of the Transaction for a period of eighteen (18) months following the Closing Date and, notwithstanding such closing nor any investigation made by or on behalf of the BHP Billiton Parties, shall continue in full force and effect for the benefit of each BHP Billiton Party during such period.

Survival of Representations and Warranties of Purchaser. The representations and warranties of Purchaser contained in this Agreement shall not survive the consummation of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Survival of Representations and Warranties of Purchaser. All representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by the Acquired Company, Chew and the Shareholders, shall survive the Closing hereunder for a period of two (2) years and shall not merge in the performance of any obligation by any party hereto, except for any claim to be indemnified pursuant to Section 8.2(c) or in respect of the covenants in Sections 2.4 and 2.5, which shall survive for the statutory period of limitations under the applicable tax statutes, unless such claim is raised by the taxing authority by way of an offset against any claim or suit for refund or is allowed to be assessed after the expiration of the applicable statute of limitations pursuant to a validly executed waiver or extension thereof or pursuant to the mitigation provisions contained in the Code, in which case a claim may be made within one (1) year after such offset or assessment. Purchaser agrees to and shall indemnify and hold harmless the Acquired Company, Chew and the Shareholders at all times after the date of this Agreement from and against and in respect of, any liability, claim, deficiency, loss, damage or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) suffered or incurred by the Acquired Company, Chew or the Shareholders arising from (a) any misrepresentation by, or breach of any covenant or warranty of, Purchaser contained in this Agreement or any exhibit, certificate or other instrument furnished or to be furnished by Purchaser hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach, (b) any nonfulfillment of any agreement on the part of the Purchaser under this Agreement or from any misrepresentation in or omission from, any certificate or other instrument furnished or to be furnished to the Acquired Company, Chew or the Shareholders hereunder, or (c) the failure of the Acquired Company (or Purchaser) to reimburse, by virtue of the payments made pursuant to Sections 2.4 and 2.5 hereof, the Shareholders for their respective 1998 Tax Liability and the Election Liability as determined by a final, nonappealable order of a Governmental Body.

Survival of Representations and Warranties of Purchaser. All representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by the Seller, shall survive the Closing hereunder and shall not merge in the performance of any obligation by any party hereto. Purchaser agrees to indemnify and hold the Seller harmless from and against all liability, loss, damage or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) suffered or incurred by the Seller or the Shareholders arising from any misrepresentation by, or breach of any covenant or warranty of, Purchaser contained in this Agreement or any certificate or instrument furnished or to be furnished by Purchaser hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach.

Survival of Representations and Warranties of Purchaser. All representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Seller and Shareholder and shall survive the Closing hereunder for a period of thirty-six (36) months and shall not merge in the performance of any obligation by any party hereto. Purchaser agrees to and shall indemnify and hold harmless Seller and Shareholder at all times after the date of this Agreement from and against and in respect of, any liability, claim, deficiency, loss, damage or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) suffered or incurred by Seller or Shareholder arising from (i) any misrepresentation, or breach of any covenant or warranty of Purchaser contained in this Agreement or any certificate or other instrument furnished or to be furnished by Purchaser hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach, (ii) Purchaser's use of the name "U.S. HealthWorks" or any derivative thereof, whether or not in compliance with Section 2.1.4, or (iii) any nonfulfillment of any agreement on the part of Purchaser under this Agreement or from any misrepresentation in or omission from, any certificate or other instrument furnished or to be furnished to Seller or Shareholder hereunder.

Survival of Representations and Warranties of Purchaser. The representations and warranties of the Purchaser contained in this Agreement or in any certificate or other document delivered or given pursuant to this Agreement shall survive the completion of the transactions contemplated by this Agreement, and notwithstanding such completion or any investigation made by or on behalf of the Corporation or any knowledge by the Corporation of any incorrectness in, or breach of, such representations or warranties, shall continue in full force and effect for the benefit of, such representations or warranties, shall continue in full force and effect for the benefit of the Corporation for a period of three (3) years from the Closing Date; except for any representation and warranty in respect of which a claim based on fraud is made and except for the representations and warranties contained in sections 3.2(a), (b) and (c), which in each such case shall be unlimited as to duration.

Survival of Representations and Warranties of Purchaser. All representations and warranties made by the Purchaser in this Agreement or any Closing Document shall survive the Closing for a period of five years only from the Effective Time with the exception of the representation and warranty contained in Section 3.5 which shall survive indefinitely. After such period, the Purchaser shall have no further liability with respect to such representations and warranties except with respect to claims properly made within such period. All covenants and agreements of the Purchaser contained in this Agreement or any Closing Document shall survive the Closing and continue without time limit unless any such covenant or agreement is expressly stated to survive for a specified period in which it shall survive in accordance with its terms.