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 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 AgreementAgreement and in any Closing Document and in any agreement, and certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement or 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 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 10periods: (a) in the case of a Claim claim in respect of a of: (i) the representations or warranties contained in Sections 4.1.1, 4.1.2, 4.1.3 and 4.1.17; and/or (ii) any 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 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, applicable Tax Legislation; there shall be no time limit within the maximum period permitted by Applicable Lawwhich such a claim may be made; (b) in the case of a Claim claim in respect of the a representation or warranty made in subsections 3.4 and 7.1(i)relating to a Tax matter, other than a Claim 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 claim in respect of the representations or warranties contained in Sections 4.1.21, 4.1.23 and 4.1.24 within a period of [ * ] from the Closing Date; (d) 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 [ * ] from the Closing Date; and any such claim as aforesaid shall be made in accordance with the provisions set forth in Article 7 and, upon the expiry of the relevant limitation period referred to in clauses (a), (b) and (c) of this Section 4.5, 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 All representations and warranties of the Vendor contained in this AgreementAgreement or contained in any agreement, and any certificate or other Closing Document document delivered or given pursuant to this Agreement shall survive the Closing and, notwithstanding the 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 the following time periods and in accordance with the provisions set forth in Article 10Purchaser: (a) in respect of matters other than those set out in paragraph 8.2(b) and (c) hereof for a period of one (1) year from the case of a Claim Closing; (b) in respect of a representation or warranty made in subsections 7.1(a)tax matters, 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 unless resulting from any misrepresentation made or fraud committed in filing a Tax Return return or supplying information for the purposes of any Applicable Laws in respect of Taxes, within the maximum period permitted by Applicable Law; Income Tax Act (b) in the case of a Claim in respect of the representation or warranty made in subsections 3.4 and 7.1(iCanada), or any other than a Claim in respect of a misrepresentation made or fraud committed in filing a Tax Return or supplying information legislation imposing tax on the Corporation, 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 income tax or other tax legislation expires with respect to any taxation year which is relevant in determining any liability under this Agreement with respect to Tax tax matters; and (c) in there shall be no limit on the case of a Claim in respect of any other representation or warranty representations and warranties relating to title of the Vendor contained to the Purchased Shares or relating to tax liability of the Corporation based on any misrepresentation made or fraud committed in this Agreement, filing a return or supplying information for purposes of any legislation imposing tax on the Corporation; and any claim in respect thereof (except a claim based on fraud) shall be made within such period in accordance with the provisions set out in Article 9 and upon the expiry of such period the Vendor shall have no further liability to the Purchaser hereunder with respect to any other Closing Document, including in any certificate, affidavit, statutory declaration such representations 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 Datewarranties.