Common use of Survival of Representations and Warranties of the Vendor Clause in Contracts

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 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 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, 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, 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(mm3.1(ll) shall survive for a period of ninety days after the relevant authorities shall no longer be entitled expiration of applicable statutes of limitation (after giving effect to assess liability for Tax against the Company for any particular taxation year ended on extensions or prior to the Closing Date waivers) 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(d3.1(c), 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 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 and in any Closing Document and in any agreement, instrumentcertificate, certificate affidavit, statutory declaration or other document executed delivered or delivered given pursuant hereto to this Agreement or any Closing Document 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, Closing and, notwithstanding such closing nor the Closing or any investigation made by or on behalf of the PurchaserPurchaser with respect thereto, shall continue in full force and effect for the benefit of the Purchaser during such periodPurchaser; provided, except thathowever, that no claim in respect thereof shall be valid unless it is made within the following time periods: (a) in 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 case 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 Vendor’s Core Representations 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) Warranties (and the corresponding representations and warranties set out in the certificates delivered Vendor’s Closing Certificate) and in the case of a claim in respect of a representation or warranty based on behalf of the Vendor pursuant to Section 6.1(a)) shall survive and continue in full force and effect without limitation of timefraud, [ ]; and (db) in the case of a claim for any breach in respect of any of other representation or warranty (and the corresponding representations and warranties contained set out 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 Vendor’s Closing Certificate) within a period of [ ] from the Closing Date; and any such claim as aforesaid shall be made in accordance with the provisions set forth in Article 8 and, subject only upon the expiry of the relevant limitation period referred to applicable limitation periods imposed by lawin Subsections (a) and (b) of this Section 4.4, the Vendor shall have no further liability to the Purchaser with respect to the representations or warranties referred to in such clauses, respectively, except in respect of claims which have theretofore been made in accordance with the provisions set forth above.

Survival of Representations and Warranties of the Vendor. The To the extent that they have not been fully performed at or prior to the Time of Closing, the covenants, representations and warranties of the Vendor contained in this Agreement and in 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 date that claim until is fifteen months from the final determination or settlement of the claim, Closing Date 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 datesections 3.1, in which case the representation 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.11 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;3.22 (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)(ia) (and the corresponding any certificate updating such representations and warranties set out in the certificates delivered on behalf of the Vendor pursuant to Section 6.1(a)warranties) shall survive and continue in full force and effect without limitation of time; (b) the representations and warranties set out in section 3.26 (and any certificate updating such representations and warranties) shall survive the closing of the transactions contemplated hereby and continue in full force and effect until, but not beyond, 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 under applicable tax legislation in respect of any taxation year to which such representations and warranties extend could be issued under such tax legislation to the Corporation, provided the Corporation did not file any waiver or other document extending such period; and (dc) a claim for any breach of any of the 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.