Common use of Liability for Representations and Warranties Clause in Contracts

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. (a1) The representations and warranties contained in this Agreement, any Ancillary Agreement and the certificates to be delivered pursuant to Section 6.2(a8.1(a) and Section 6.3(a8.2(a) will survive the Closing and continue in full force and effect for a period of fourteen months two (2) years after the Closing Date, except that: (1a) the representations and warranties set out in Section 3.1(a) (Incorporation and Qualification5.1(a), Section 3.1(b) (Corporate Authorization5.1(b), Section 3.1(c) (No Conflict5.1(c), Section 3.1(f) (Execution and Binding Obligation5.1(d), Section 3.1(g) (Authorized and Issued Capital5.1(f), Section 3.1(h) (No Other Agreements to Purchase5.1(g), Section 3.1(i) (Title to Purchased Shares5.1(m), Section 3.1(t5.1(aa) and Article 6 (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(a8.1(a) and Section 6.3(a) 8.2(a)), will survive and continue in full force and effect without limitation of time;; and (2b) the representations and warranties set out in Section 3.1(mm) (Taxes5.1(gg) (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 6.2(a8.1(a)), will survive and continue in full force and effect until six 6 months after the expiration of the period (the “tax assessment period”) during which any tax assessment assessment, as of the Closing, 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 (3c) there is no limitation as to time for claims involving fraud or fraudulent misrepresentation. (b2) 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(a8.1(a) and Section 6.3(a8.2(a) after the end of the applicable time period specified in Section 9.1(a11.1 (1) except for claims relating to the representations and warranties that the Party has been notified of in writing in accordance with the provisions hereof prior to the end of the applicable time period.

Liability for Representations and Warranties. (a1) The representations and warranties contained in this Agreement, any Ancillary Agreement and the certificates to be delivered pursuant to Section 6.2(a6.1(a) and Section 6.3(a6.1(a) will survive the Closing and continue in full force and effect for a period of fourteen months 2 years after the Closing Date, except that: (1a) 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 Power4.1(a), Section 4.1(b) (Corporate Authorization), Section 4.1(c) (No Conflict), and 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(a6.1(a) and Section 6.3(a6.2(a) will survive and continue in full force and effect without limitation of time;; and (2b) the representations and warranties set out in Section 3.1(mm) (Taxes3.1(k), Section 3.1(jj) (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 6.2(a6.1(a)), will survive and continue in full force and effect until six 6 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 (3c) there is no limitation as to time for claims involving fraud or fraudulent misrepresentation. (b2) No Party has any obligation or liability with respect to any representation or warranty made by such Party in this Agreement, any Ancillary Agreement Agreement, or the certificates to be delivered pursuant to Section 6.2(a6.1(a) and Section 6.3(a6.2(a) after the end of the applicable time period specified in Section 9.1(a9.1 (1) 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. ‌ (a1) The representations and warranties contained in this Agreement, Agreement and 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 two years after the Closing Date, except that:that:‌ (1a) the representations and warranties set out in Section 3.1(a5.1(a) (Incorporation and Qualification), Section 3.1(b5.1(b) (Corporate Authorization), Section 3.1(c5.1(c)(i) and Section 5.1(c)(iv) (No ConflictConflicts), Section 3.1(f5.1(d) (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(t5.1(k) (Title to the Purchased Assets), Section 4.1(a)(Incorporation 5.1(l) (No Options, etc. to Purchase Assets), Section 6.1(a) (Due Incorporation and Corporate Power), Section 4.1(b6.1(b) (Corporate Authorization), Section 4.1(c6.1(c) (No Conflict), Section 4.1(d6.1(d) (Execution and Binding Obligation), Section 6.1(e) (Required Authorizations) Section 7.1(a) (Due Incorporation and the corresponding representations Corporate Power), Section 7.1(b) (Corporate Authorization; Valid Issuance of Purchaser Parent Shares), Section 7.1(d) (No Conflict), Section 7.1(e) (Execution and warranties set out in the certificates to be delivered pursuant to Section 6.2(aBinding Obligation) and Section 6.3(a7.1(f) (Required Authorizations) will survive and continue in full force and effect without limitation of time;; and‌ (2b) the representations and warranties set out in Section 3.1(mm5.1(e) (Residence of the Vendor) and Section 5.1(dd) (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 (6) 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 foregoing 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 (3c) there is no limitation as to time for claims involving fraud fraud, fraudulent misrepresentation or fraudulent misrepresentationwillful misconduct. (b2) No Party has any obligation or liability with respect to any representation or warranty made by such Party in this Agreement, Agreement or 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(a9.1(1) 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.