Survival of Representations and Warranties of the Vendor Clause Samples
The 'Survival of Representations and Warranties of the Vendor' clause defines how long the vendor's statements and assurances about the business or assets being sold remain legally enforceable after the transaction closes. Typically, this clause specifies a set period—such as 12 or 24 months—during which the buyer can bring claims if any of the vendor's representations or warranties prove to be false or misleading. By establishing a clear timeframe for potential liability, this clause protects both parties by ensuring the buyer has recourse for undisclosed issues while also providing the vendor with certainty about when their obligations end.
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Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby until March 31, 2006, unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim, and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period, except that:
(a) the representations and warranties set out in Section 3.1(mm) shall survive for a period of ninety days after the relevant authorities shall no longer be entitled to assess liability for Tax against the Company for any particular taxation year ended on or prior to the Closing Date unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period;
(b) the representations and warranties set out in Section 3.1(gg) shall survive and continue in full force and effect for a period of five years following the Closing Date unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period;
(c) the representations and warranties set out in Sections 3.1(a), 3.1(b) and 3.1(d), the first sentence of Sections 3.1(f) and 3.1(g), and Section 3.1(k)(i) (and the corresponding representations and warranties set out in the certificates delivered on behalf of the Vendor pursuant to Section 6.1(a)) shall survive and continue in full force and effect without limitation of time; and
(d) a claim for any breach of any of the...
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement, and any other Closing Document shall survive the Closing and, notwithstanding the Closing or any investigation made by or on behalf of the Purchaser with respect thereto, shall continue in full force and effect for the benefit of the Purchaser provided, however, that no Claim in respect thereof shall be valid unless it is made within the following time periods and in accordance with the provisions set forth in Article 10:
(a) in the case of a Claim in respect of a representation or warranty made in subsections 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e), 7.1(f), 7.1(q), 7.1(aa) and 7.1(cc), and in the case of a Claim in respect of a representation or warranty based on fraud, including a Claim in respect of a misrepresentation made or fraud committed in filing a Tax Return or supplying information for the purposes of any Applicable Laws in respect of Taxes, within the maximum period permitted by Applicable Law;
(b) in the case of a Claim in respect of the representation or warranty made in subsections 3.4 and 7.1(i), other than a Claim in respect of a misrepresentation made or fraud committed in filing a Tax Return or supplying information for the purposes of any applicable Tax Legislation, within a period commencing on the Closing Date and ending on the date that is ninety (90) days after the date on which the last applicable limitation period under any applicable Tax Legislation expires with respect to any taxation year which is relevant in determining any liability under this Agreement with respect to Tax matters; and
(c) in the case of a Claim in respect of any other representation or warranty of the Vendor contained in this Agreement, or in any other Closing Document, including in any certificate, affidavit, statutory declaration or other agreement or document delivered or given pursuant to this Agreement or any other Closing Document, within a period of twelve (12) months after the Closing Date.
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby until March 31, 2006 unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim, and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period, except that:
(a) the representations and warranties set out in Sections 3.1(a), 3.1(b) and 3.1
Survival of Representations and Warranties of the Vendor. The representations and warranties set forth in subsections 3.01 (a), (b), (c), (d) and (e) shall survive Closing and shall continue in effect without limitation. The representations and warranties set forth in subsections 3.01(i), (j), and (k) shall survive Closing and shall continue in effect until the first date on which no assessment, reassessment or other document assessing liability for tax claimed or penalties may be issued to the Corporation in respect of any taxation year end or period ended prior to the date hereof pursuant to the US Tax Act or the Tax Act, as the case may be, or any other applicable tax legislation. All other representations and warranties made by the Vendor hereunder shall survive the closing of the purchase transaction hereunder and shall continue in effect for a period of twenty four (24) months from Closing; after which time, if no notice of claim shall, prior to the expiry of the aforesaid period, have been made hereunder against the Purchaser with respect to any incorrectness in or breach of any representation or warranty made by the Purchaser, the Purchaser shall have no further liability hereunder with respect to such representation or warranty.
Survival of Representations and Warranties of the Vendor. The representations and warranties set forth in subsections 3.01(a), (b), (c) and (d) shall survive Closing and shall continue in effect without limitation. All other representations and warranties made by the Vendor hereunder shall survive the closing of the purchase transaction hereunder and shall continue in effect for a period of twenty four (24) months from Closing; after which time, if no notice of claim shall, prior to the expiry of the aforesaid period, have been made hereunder against the Vendor with respect to any incorrectness in or breach of any representation or warranty made by the Vendor, the Vendor shall have no further liability hereunder with respect to such representation or warranty.
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Purchaser with respect thereto, shall continue in full force and effect for the benefit of the Purchaser; provided, however, that no claim in respect thereof shall be valid unless it is made within two (2) years from the Closing Date and in accordance with the provisions set forth in Article 17 and, upon the expiry of such limitation period referred to above, the Vendor shall have no further liability to the Purchaser with respect to any of such representations and warranties, except in respect of claims which have theretofore been made in accordance with the provisions set forth above. Notwithstanding the foregoing, the Vendor shall not be liable for any breach of its representations and warranties hereunder if the Purchaser had knowledge at the Effective Time of the matter constituting such breach.
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement will survive the Closing for a period of two years.
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed and delivered pursuant hereto shall survive the closing of the transactions contemplated hereby and notwithstanding the Closing or, subject to subsection 8.4(b), any investigations made by the Purchaser or its representatives, shall continue in full force and effect for the benefit of the Purchaser until the first anniversary of the Closing Date, provided, however, that:
(a) the representations and warranties contained in sections 5.1, 5.2, 5.3, 5.6, 5.13 and 5.14 and the corresponding representations and warranties set out in certificates to be delivered pursuant to subsection 9.1(a) shall survive and continue in full force and effect without limitation of time; and
(b) a claim for any breach of any other representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement, in the Schedules annexed hereto 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 Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of XXXXXX XXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXX
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement shall not survive the Closing and shall expire and be terminated on the earlier of the Closing and the date on which this Agreement is terminated in accordance with its terms.