Liability for Representations and Warranties. (a) The representations and warranties contained in this Agreement, any Ancillary Agreement and the certificates to be delivered pursuant to Section 6.2(a) and Section 6.3(a) will survive the Closing and continue in full force and effect for a period of fourteen months after the Closing Date, except that:
(1) the representations and warranties set out in Section 3.1(a) (Incorporation and Qualification), Section 3.1(b) (Corporate Authorization), Section 3.1(c) (No Conflict), Section 3.1(f) (Execution and Binding Obligation), Section 3.1(g) (Authorized and Issued Capital), Section 3.1(h) (No Other Agreements to Purchase), Section 3.1(i) (Title to Purchased Shares), Section 3.1(t) (Title to the Assets), Section 4.1(a)(Incorporation and Corporate Power), Section 4.1(b) (Corporate Authorization), Section 4.1(c) (No Conflict), Section 4.1(d) (Execution and Binding Obligation), and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 6.2(a) and Section 6.3(a) will survive and continue in full force and effect without limitation of time;
(2) the representations and warranties set out in Section 3.1(mm) (Taxes) (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 6.2(a)), will survive and continue in full force and effect until six months after the expiration of the period (the “tax assessment period”) during which any tax assessment may be issued by a Governmental Entity in respect of any taxation year to which such representations and warranties extend. The tax assessment period will be determined having regard to any consent, waiver, agreement or other document that extends the period during which a Governmental Entity may issue a tax assessment. A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law; and
(3) there is no limitation as to time for claims involving fraud or fraudulent misrepresentation.
(b) No Party has any obligation or liability with respect to any representation or warranty made by such Party in this Agreement, any Ancillary Agreement or the certificates to be delivered pursuant to Section 6.2(a) and Section 6.3(a) after the end of the applicable time period specified in Section 9.1(a) except for claims relating to the representations and warranties that the Party has been notified of prior to the end of the applicable time period.
Liability for Representations and Warranties. The representations and warranties contained in this Agreement and any Ancillary Agreement survive the Closing and continue in full force and effect for a period of 18 months.
Liability for Representations and Warranties. (a) Except as set forth in Section 12.6(a) hereof, it is expressly agreed that Sellers shall have no liability to Purchaser or any other party in respect of any of the representations and warranties of Sellers in this Agreement. Until the release of the Closing documents to the parties from escrow pursuant to the Closing Escrow Agreement on the Effective Date, Purchaser's, Sellers' and IHS's sole remedy for any breach of Sellers', IHS's or Purchaser's representations and warranties hereunder shall be to terminate this Agreement, whereupon the parties hereto shall have no further obligations to each other in respect of this Agreement.
(b) Upon release of the Closing documents from escrow pursuant to the Closing Escrow Agreement on the Effective Date, all of the representations and warranties of Sellers set forth in Article VII hereof and of IHS set forth in Article VIII hereof shall be deemed to be made by Peak Medical and Peak of Idaho, jointly and severally, as of the Effective Date, and such representations and warranties will thereafter be deemed to be the representations and warranties of Peak Medical and Peak of Idaho for the purposes of Section 12.6(b)(ii) of this Agreement.
Liability for Representations and Warranties. The representations and warranties contained in this Agreement and the certificates delivered pursuant to Section 8.1(a) and Section 8.2(a) continue in full force and effect for a period of one year after the relevant Closing Date, except that:
(a) the representations and warranties set out in Section 5.1(a), Section 5.1(b), Section 5.1(e), Section 5.1(f), Section 6.1(a), Section 6.1(b), and Section 6.1(e) and the corresponding representations and warranties set out in the certificates delivered pursuant to Section 8.1(a) and Section 8.2(a) survive and continue in full force and effect without limitation of time;
(b) the representations and warranties set out in Section 5.1(k) (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 8.1(a)), will survive and continue in full force and effect until 6 months after the expiration of the period during which any tax assessment may be issued by a Governmental Entity in respect of any taxation year to which such representations and warranties extend. Such period will be determined without regard to any consent, waiver, agreement or other document, made or filed after the Closing Date that extends the period during which a Governmental Entity may issue a tax assessment. A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under Laws;
(c) the representations and warranties set out in Section 5.1(h) and Section 5.1(i) (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 8.1(a)) as they relate to a Subject Lease will survive and continue in full force and effect until the date that is one year after the relevant Vacancy Date for such Subject Lease; and
(d) there is no limitation as to time for claims against a Party based on fraudulent misrepresentation by that Party.
Liability for Representations and Warranties. (1) The representations and warranties contained in this Agreement, any Ancillary Agreement and the certificates to be delivered pursuant to Section 5.1(1) and Section 5.2(1) will survive the Closing and continue in full force and effect for a period of 18 months after the Closing Date, except that:
(a) the representations and warranties set out in Paragraphs 1(a), 1(b), 1(f), 2(a), 2(b), 2(c) and 8 of Appendix C, Paragraphs 1, 2 and 3 of Appendix F and Section 3.1 of the Cintas Contribution Agreement 1 and Section 3.1 of the Cintas Contribution Agreement 2, and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.1(1) (the “Cintas Fundamental Reps”) will survive and continue in full force and effect without limitation of time;
(b) the representations and warranties set out in Paragraphs 1(a), 1(b), 1(f), 2(a), 2(b), 2(c), 8(a), 8(b), 8(c), 8(d), 8(e) and 8(f) of Appendix B, Paragraphs 1, 2 and 3 of Appendix D, Paragraphs 1, 2 and 3 of Appendix E, and Sections 4.1 and 4.2 of the Cintas Contribution Agreement 1, Sections 4.1 and 4.2 of the Cintas Contribution Agreement 2, Sections 3.1, 4.1 and 4.2 of Shred-it Contribution Agreement 1, Sections 3.1, 4.1 and 4.2 of Shred-it Contribution Agreement 2, Sections 3.1, 4.1 and 4.2 of Shred-it Contribution Agreement (Holding Partnership) 1, and Sections 3.1, 4.1 and 4.2 of Shred-it Contribution Agreement (Holding Partnership) 2, and the corresponding representations and warranties set out in the certificate to be delivered pursuant to
Liability for Representations and Warranties. (1) The representations and warranties contained in this Agreement, any Ancillary Agreement and the certificates to be delivered pursuant to Section 8.1(a) and Section 8.2(a) survive the Closing and continue in full force and effect without limitation of time.
Liability for Representations and Warranties. (a) The representations and warranties of the Company and the Shareholder contained in this Agreement and the certificates to be delivered pursuant to Section 7.02(c) will survive the Closing and continue in full force and effect for a period of 12 months after the Closing Date, except that any fraud by a party hereto in making a representation and warranty hereunder will survive and continue in full force and effect without limitation of time.
(b) No party has any obligation or liability with respect to any representation or warranty made by such party in this Agreement or the certificates to be delivered pursuant to 7.02(c) after the date that is 12 months following the Closing Date except for claims relating to the representations and warranties that the party has been notified of prior to the end of the such time period.
Liability for Representations and Warranties. Buyer acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Buyer. Buyer covenants that it will bring no action of any kind against such individuals, any shareholder, manager, officer partner or member of Seller, as applicable, or related to or arising out of these representations and warranties.
Liability for Representations and Warranties. (1) The representations and warranties of CFCL contained in this Agreement and the certificate to be delivered pursuant to Section 6.2(1) shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, provided however that no termination of this Agreement will relieve CFCL from any liability arising out of CFCL’s willful or intentional breach of any of its representations or warranties prior to the termination of this Agreement.
(2) The representations and warranties of SII contained in Schedule G hereto and the certificate to be delivered pursuant to Section 6.3(1) shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, provided however that no termination of this Agreement will relieve SII from any liability arising out of SII’s willful or intentional breach of any of its representations or warranties prior to the termination of this Agreement.
(3) The representations and warranties of CGAL and the CGAL Shareholders contained in Schedule F and the certificates to be delivered pursuant to Section 6.2(2) shall survive completion of the Arrangement and continue in full force and effect for a period of one (1) year after the Effective Date, except that:
(a) the representations and warranties set out in paragraphs (1), (2), (4)(i), (4)(iii), (4)(iv), (5), (6) and (15) of Schedule F (the “CGAL Fundamental Representations”) and the corresponding representations and warranties set out in the certificate to be delivered pursuant to Section 6.2(2) will survive and continue in full force and effect for the maximum period of time permitted by the Limitations Act (Alberta);
(b) the representations and warranties set out in paragraph (8) of Schedule F and the corresponding representations and warranties set out in the certificate to be delivered pursuant to Section 6.2(2) will survive and continue in full force and effect until six (6) months after the expiration of the period during which a tax assessment with respect to withholding Taxes may be issued by a Governmental Entity (taking into account any consent, waiver, agreement or other document that extends the period during which a Governmental Entity may issue a tax assessment reassessment or other form of recognized document as...
Liability for Representations and Warranties. The representations and warranties contained in this Agreement shall survive the Closing and continue in full force and effect for a period of two (2) years, provided that, notwithstanding the foregoing, there is no limitation as to time for claims against a Party based on fraudulent misrepresentations made, or wilful breach, by such Party.
