Survival of Representations and Warranties of the Vendors Clause Samples

Survival of Representations and Warranties of the Vendors. (1) The representations and warranties of the Vendors contained in this Agreement shall survive the Closing and shall continue for the benefit of the Purchaser for a period of [**](33) notwithstanding such Closing, except that: (2) the representations and warranties set out in Sections 3.1(7) to and including 3.1(13), shall survive the Closing and continue in full force and effect without limitation of time; (3) the representations and warranties set out in Section 3.1(38) shall survive the Closing and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment or other form of recognized document assessing liability for Tax, interest or penalties under Laws applicable to Tax in respect of any taxation year to which such representations and warranties extend could be issued under such Laws to MFI, including any additional period resulting from MFI filing a waiver or other document extending such period prior to the Closing; and (4) a claim for breach of any such representation or warranty, to be effective, must be asserted in writing on or prior to the applicable expiration time set out in this Section 3.3, provided that 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 to this Agreement involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law.
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Survival of Representations and Warranties of the Vendors. The representations and warranties of the Vendors contained in this Agreement shall survive the Closing and the payment of the Purchase Price and, notwithstanding the Closing and the payment of the Purchase Price, the representations and warranties of the Vendors shall continue in full force and effect for the benefit of the Purchaser, subject to the following: (a) the representations and warranties of the Vendors contained in Sections 4.1 (n), (p), (r), (w), (x), (y), (z), (aa), (ab), (ac), (ad), (ae), (af) and (ag) shall survive for a period of eighteen (18) months following the Closing Date; (b) notwithstanding paragraph (a) above, any claim which is based on intentional misrepresentation or fraud by the Vendors may be made or brought by the Purchaser at any time. provided that if a written notice of claim is made before the expiry of the applicable period, then the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of that claim.
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Survival of Representations and Warranties of the Vendors. 3.4.1 The representations and warranties of the Vendors contained in this Agreement and in any Closing Document and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement or any 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: (a) in the case of a claim in respect of the representations or warranties relating to the incorporation, formation or issued and outstanding capital of the Corporation or the Vendors, and the enforceability of the obligations of the Vendors hereunder; title of each of the Vendors to the Purchased Shares; title of the Corporation to its property and assets and, in the case of a claim in respect of a representation or warranty based on a fraud, including a claim relating to any Tax liability of the Corporation, based on a fraud committed in filing a Tax Return or supplying information for purposes of any applicable Tax Legislation, there shall be no time limit within which such a claim may be made; (b) in the case of a claim in respect of a representation or warranty relating to a Tax matter, 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 six (6) months following 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, three (3) years; and any such claim shall only be made in accordance with the provisions set forth in 6.
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Survival of Representations and Warranties of the Vendors. 13.1.1 The representations and warranties of each of the Vendors contained in this Agreement shall survive the completion of the transactions contemplated by this Agreement, and notwithstanding such completion shall continue in full force for the benefit of the Purchaser Agreement of Purchase and Sale of Shares /69 13.1.2 Notwithstanding anything to the contrary herein provided and subject to Closing, the Purchaser shall, in the event of any breach of a representation or warranty of either of the Vendors be permitted to make a Direct Claim under this Agreement after the expiration of any period referred to in this Section 13.1; provided, however, that the Purchaser shall have given notice to each of the Vendors of such breach of a representation and warranty in conformity with the requirements of Section 14 prior to the expiration of the applicable survival period ascribed to such representation and warranty in this Section 13.1.
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Survival of Representations and Warranties of the Vendors. The representations and warranties of the Vendors contained in this Agreement 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 4.1(a), 4.1(b), 4.1(d), 4.2(a), 4.2(b), 4.2(d), 4.3(a), 4.3(b) and 4.3(d) shall survive and continue in full force and effect without limitation of time; and (b) a claim for any breach of any of the representations and warranties contained in this Agreement involving fraud or fraudulent misrepresentation may be made at any time following the date hereof, subject only to applicable limitation periods imposed by law.
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Survival of Representations and Warranties of the Vendors. The respective representations and warranties of the Vendors, 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
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Survival of Representations and Warranties of the Vendors. The representations and warranties contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated by this Agreement will survive the Closing and will continue in full force and effect for a period of 12 months after the Closing Date, except that: (a) the representations and warranties made in Section 3.46 (Tax Matters) will survive and continue in full force and effect until, but not beyond, 60 days from the expiration of the period (if any) during which an assessment, reassessment or other form of recognized document assessing liability to the Corporation for Taxes under applicable Tax legislation in respect of any taxation year to which such representations and warranties extend could be issued (without regard to any waiver or similar document filed by the Purchaser extending such period, unless the Vendors have consented in writing to the filing of such waiver or similar document); (b) the representations and warrants made in Section 3.47 (Environmental Matters) will survive and continue for a period of 18 months from the Closing Date; (c) the representations and warranties made in Sections 3.1(a) (Corporate Status and Qualifications), 3.2 (Corporation Authorization and Approval), 3.3 (Execution and Binding Obligation), 3.4 (No Conflict with Constating Documents, Authorizations and Laws) 3.8 (Authorized and Issued Capital), 3.9 (No Other Purchase Agreements or Commitments for Securities), 3.58 (Brokerage and Finders' Fees), 3.36 (a) Owned Real Properties, 3.59(c) Canadian Real Property, 3.60 (Authority and Approval of Vendors), 3.61 (Execution and Binding Obligation of Vendors), 3.63 (Vendors' Ownership of Purchased Shares) and 3.66 (Residence) (collectively, the "Fundamental Representations and Warranties") will survive and continue in full force and effect indefinitely. (d) any claim which is based upon intentional misrepresentation or fraud by the Vendors (or any of them) may be made or brought by the Purchaser at any time. The Vendors will not have liability with respect to any representation or warranty they make in this Agreement or in other documents or certificates they deliver in connection with this Agreement after the end of the applicable survival period specified in this Section 5.1 unless the Purchaser has provided written notice of its claim regarding the representations and warranties before the end of the applicable survival period specified in this Section 5.1, in whic...
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Survival of Representations and Warranties of the Vendors. The representations, warranties and covenants of the Vendors contained in this Agreement shall survive the closing of the transactions herein contemplated and, notwithstanding such closing or any investigations made by or on behalf of the parties hereto, shall continue in full force and effect as follows: (a) with respect to the representations and warranties related to the ownership of the Purchased Shares by the Vendors, forever; and (b) with respect to all other representations, warranties and covenants of the Vendors contained in this Agreement, for the period of two (2) years commencing on the Closing Date.
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Survival of Representations and Warranties of the Vendors. The representations and warranties of the Vendors contained in this Agreement shall survive the Closing, the representations and warranties of the Vendors shall continue in full force and effect for the benefit of the Purchaser, subject to the following: (a) the representations and warranties of the Vendors contained in Sections 4.1 (n), (p), (r), (w), (x), (y), (z), (aa), (ab), (ac), (ad), (ae), (af) and (ag) shall survive for a period of six (6) months following the Closing Date; (b) notwithstanding paragraph (a) above, any claim which is based on intentional misrepresentation or fraud by the Vendors may be made or brought by either party at any time. provided that if a written notice of claim is made before the expiry of the applicable period, then the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of that claim.
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Related to Survival of Representations and Warranties of the Vendors

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.