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 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.

Appears in 2 contracts

Sources: Share Purchase Agreement (Lorus Therapeutics Inc), Share Purchase Agreement (Lorus Therapeutics Inc)