Expiry of Liability. 6.4.1 Except as set out in Sections 6.4.2 and 6.4.3, the representations and warranties of the Vendor, Dxxxx and the Purchaser herein shall terminate upon the expiry of the period which is eighteen (18) months following the Closing Date, except (i) in the case of fraud, in which case they shall survive indefinitely or (ii) to the extent that, during such period, a claim in respect of any such representation or warranty is made, in which case such representation and warranty shall continue in full force and effect until the Final Determination of such claim.
Expiry of Liability. (a) Except as set out in Section 7.5(b), liability for breaches of the representations and warranties of the Seller and Aimia, on the one hand, and the Purchaser and DIV, on the other hand, contained in this Agreement will terminate 18 months following the date hereof, except:
Expiry of Liability. (a) Except as set out in Section 11.3(b), liability for breaches or non-fulfilment of the representations, warranties, obligations, conditions and covenants of the Seller and the Purchaser contained in this Agreement will terminate upon the expiry of the period ending on the later of two (2) years following the Closing Date, except (i) in the case of fraud, intentional misrepresentation or deliberate or wilful breach, in which case liability will continue indefinitely, or (ii) to the extent that, during such period, the Purchaser, a Purchaser Indemnified Person, the Seller or a Seller Indemnified Person has given notice to a Party of a claim in respect of any such representation, warranty, obligation, condition or covenant, in which case liability for such representation, warranty, obligation, condition or covenant will continue in full force and effect until the final determination of such claim.
Expiry of Liability. (a) The foregoing obligations of indemnification with respect to representations and warranties shall be subject to the time limitations set forth in Section 6.1 hereof and no party shall be required to indemnify and save harmless any other party with respect to such matters for which indemnification is sought unless such party shall have been provided with notice pursuant to Section 6.5 or Section 6.6, as the case may be, on or prior to the expiration of the time periods set out in Section 6.1. With respect to the obligations of indemnification under Sections 6.2(c) and 6.4(d) and 6.4(e), no party shall be required to indemnify and save harmless any other party with respect to such matters for which indemnification is sought unless such party shall have been provided with notice pursuant to Section 6.5 or 6.6, as the case may be, on or prior to sixty (60) days after the expiration of the applicable limitation periods in which a claim can be made with respect to such matters.
Expiry of Liability. (a) Except as set out in Sections 9.7(b) to 9.7(c), liability for breaches or non-fulfillment of the representations, warranties, obligations, conditions and covenants of the Seller or the Purchaser contained in this Agreement will terminate 12 months following the Closing Date, except:
Expiry of Liability. (a) Except as set out in Sections 9.6(b), 9.6(c) and 9.6(d), liability pursuant to Sections 9.1 or 9.2 for breaches or non-fulfillment of the representations, warranties, obligations, conditions and covenants of an Indemnifying Party contained in this Agreement and liability under any of the Transaction Documents will terminate fifteen (15) months following the Closing Date, except:
Expiry of Liability. (a) Except as set out in Sections 9.6(b) and 9.6(c), liability for breaches or non-fulfillment of the representations and warranties of, and the obligations, conditions and covenants to be performed prior to the Closing by, the Seller and the Purchaser contained in this Agreement and in any of the Transaction Documents will terminate at 11:59 p.m. (Toronto local time) on December 31, 2011, except: in the case of fraud, intentional misrepresentation or deliberate or wilful breach, in which case liability will continue indefinitely; or
Expiry of Liability. The representations, warranties, agreements and covenants set forth herein and the obligations of the parties hereto shall survive the date of the Agreement and the Closing and shall continue in full force and effect until the fifth business day following the first anniversary of the Closing Date except for:
Expiry of Liability. (a) Except as set out in Section 6.5(b), liability for breaches of the representations, warranties and covenants of the Shareholder and Acquisitionco contained in this Agreement (including any liability of the Shareholder for breaches by E&C of the representations and warranties specified in Schedule A) will terminate upon the expiry of the period of nine (9) months following the Effective Date, except:
Expiry of Liability. 8.7.1 Except as set out in Subsections 8.7.2 and 8.7.3, the representations and warranties of the Parties herein shall terminate upon the expiry of the period of three (3) years following the Closing Date, except (i) in the case of fraud, intentional misrepresentation or a deliberate or willful breach in which case they shall survive indefinitely or (ii) to the extent that, during such period, a claim in respect of any such representation or warranty is made and communicated to the Party from which the indemnification is requested by notice in writing (containing details of the event giving rise to the claim and, where possible, an estimate of the amount of the claim which results), in which case such representation and warranty shall continue in full force and effect until the final determination of such claim.
