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 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 (except in respect of a breach thereof which has been disclosed in writing to the Purchaser prior to the Time of Closing) 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; 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.