Common use of REPRESENTATIONS OF VPI AND NEWCOS Clause in Contracts

REPRESENTATIONS OF VPI AND NEWCOS. VPI and the NEWCOS jointly and severally represent and warrant that all of the following representations and warranties in this Section 6 are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 6.14 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Closing Date, which shall be deemed to be the Expiration Date for Section 6.14, (ii) the warranties and representations set forth in Section 6.17 hereof shall survive until April 15, 2002, or until such later date as the limitations period on the assessment of additional tax relating to the taxable year in which the transactions contemplated herein occur may be extended from time to time, so long as VPI has been notified of such extension and has consented to such extension (which consent shall not be unreasonably withheld) and (iii) solely for purposes of determining whether a claim for indemnification under Section 11.2(iv) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, the STOCKHOLDERS or the COMPANIES actually incur liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes.