Common use of REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE Clause in Contracts

REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE. (a) The covenants, representations and warranties of the Vendor contained in Section Three hereof and elsewhere in this Agreement and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading. (b) Any claims against the Vendor by the Purchaser pursuant to the terms hereof shall not be enforceable against the Vendor unless notice thereof shall have been given in writing to the Vendor within one (1) year of the Closing Date. (c) Each and every right, remedy and power granted to the Purchaser hereunder pursuant to Section Three or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Purchaser from time to time concurrently or independently and as often and in such order as the Vendor may deem expedient. (d) Notwithstanding any other provision of this Agreement, a claim for any breach of any of the representations and warranties contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable law.

REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE. (a) The covenants, representations and warranties of the Vendor Purchaser contained in Section Three Four hereof and elsewhere in this Agreement Agreement, and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a any material fact facts or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or and therein not misleading. (b) Any claims against the Vendor Purchaser by the Purchaser Vendor pursuant to the terms hereof shall not be enforceable against the Vendor Purchaser unless notice thereof shall have been given in writing to the Vendor Purchaser within one (1) year of the Closing Date. (c) Each and every right, remedy and power granted to the Purchaser Vendor hereunder pursuant to Section Three Four or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Purchaser Vendor from time to time concurrently or independently and as often and in such order as the Vendor Purchaser may deem expedient. (d) Notwithstanding any other provision of this Agreement, Section 4.6(c) a claim for any breach of any of the representations and warranties contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable law.

REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE. (a) The covenants, representations and warranties of the Corporation and the Vendor contained in Section Three hereof and elsewhere in this Agreement Agreement, and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading. (b) The covenants, representations and warranties of the Corporation and the Vendor contained in Section Three hereof and elsewhere in this Agreement, shall either be set forth in or, if not, shall be deemed to apply to all assignments, transfers, conveyances or other documents conveying the Purchased Shares hereunder, and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyances or documents, any rule or law, in equity or in statute to the contrary notwithstanding. (c) Any claims against the Corporation or the Vendor by the Purchaser pursuant to the terms hereof shall not be enforceable against the Vendor unless notice thereof shall have been given in writing to the Corporation and the Vendor within one two (12) year of years from the Closing Date. (c) Each and every right, remedy and power granted to the Purchaser hereunder pursuant to Section Three or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Purchaser from time to time concurrently or independently and as often and in such order as the Vendor may deem expedient. (d) Notwithstanding any other provision of this Agreement, a claim for any breach of any of the The representations and warranties contained set out in this Agreement Section 3 relating to tax matters (and the corresponding tax representations and warranties set out in the closing certificates executed by the Vendor) shall survive Closing and continue in full force and effect until, but not beyond, the 180th day following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for taxes under applicable tax legislation in respect of any contracttaxation year to which those representations and warranties extend could be issued under that tax legislation to the Corporation, agreement, instrument, certificate provided the Corporation did not file any waiver or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable lawextending that period.

REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE. (a) The covenants, representations and warranties of the Vendor Purchaser contained in Section Three Four hereof and elsewhere in this Agreement Agreement, and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a any material fact facts or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or and therein not misleading. (b) Any claims against the Vendor Purchaser by the Purchaser Vendor pursuant to the terms hereof shall not be enforceable against the Vendor Purchaser unless notice thereof shall have been given in writing to the Vendor Purchaser within one two (12) year of years from the Closing Date. (c) Each and every right, remedy and power granted to the Purchaser Vendor hereunder pursuant to Section Three Four or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Purchaser Vendor from time to time concurrently or independently and as often and in such order as the Vendor Purchaser may deem expedient. (d) Notwithstanding any other provision of this AgreementSection 4.9 (c), a claim for any breach of any of the representations and warranties contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable law.