Common use of REPRESENTATIONS; SURVIVAL Clause in Contracts

REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained herein and in any certificate delivered pursuant hereto, none of the parties to this Agreement are making any representation or warranty whatsoever in connection with the Contemplated Transactions, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of their properties or assets. It is understood that, except as otherwise specified in this Agreement (including the schedules and exhibits hereto) and except to the extent included within or incorporated into the Disclosure Letter, any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to any party to this Agreement or to any other Person are not and will not be deemed to be or to include representations or warranties of any party to this Agreement. All representations and warranties in this Agreement and any certificate delivered pursuant hereto will terminate (i) twenty four months after the Closing, in the case of those representations and warranties contained in Sections 6.8, 6.14, 7.8, 7.14, 8.8 and 8.14 (and related statements in certificates delivered pursuant hereto), and (ii) twelve months after the Closing, in the case of all other representations and warranties contained in this Agreement (and related statements in certificates delivered pursuant hereto), provided in each case that such termination will not affect any written claim as to which notification has been provided to the other parties prior to the date of such termination describing in reasonable detail an alleged breach of a representation and warranty on the basis of identified facts and circumstances. All covenants and other obligations contained in this Agreement and the other Transaction Documents not fully performed prior to the Closing will survive the Closing indefinitely until fully performed (unless an earlier termination date is expressly provided in such covenant).

REPRESENTATIONS; SURVIVAL. Except for the express (i) The representations and warranties set forth in this Contract, as may be modified pursuant this Article 16 or other express provisions of this Contract, are intended to be and shall remain true and correct as of the time of Closing and shall survive the execution and delivery of this Contract and the Closing for a period of one (1) year following Closing except for the representations set forth in Sections 12(a)(ii) [consents], 12(a)(vii) [indebtedness], 12(a)(xii) [insolvency], 12(a)(xiii) [undisclosed liabilities], 12(a)(xiv) [litigation] and 12(a)(xv) [Accounts], which shall survive for 2 Years and as to the representations set forth in Articles 12(a)(i), 12(a)(viii), 12(a)(ix) and 12(a)(x) (the “Corporate Representations”) and Seller’s Broker representation in Section 15, which shall survive for six (6) years, being the period of the statute of limitations for contract actions (each such period, with respect to the indicated representations and warranties, the “Limitations Period). No action or proceeding may be brought with respect to any of the representations or warranties contained herein and unless written notice thereof, setting forth in any certificate delivered pursuant hereto, none reasonable detail the claimed breach of the parties to this Agreement are making any representation or warranty whatsoever in connection with the Contemplated Transactions, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of their properties or assets. It is understood that, except as otherwise specified in referencing this Agreement (including the schedules and exhibits hereto) and except Article 16 shall have been delivered to the extent included within address set forth in Article 18 hereof prior to the end of the applicable Limitations Period. Those covenants that contemplate or incorporated into the Disclosure Letter, any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to any party to this Agreement or to any other Person are not and will not be deemed involve actions to be taken or obligations to include representations or warranties of any party to this Agreement. All representations and warranties be in this Agreement and any certificate delivered pursuant hereto will terminate (i) twenty four months effect after the ClosingClosing shall survive in accordance with their terms. Notwithstanding the aforementioned, all representations, warranties and covenants related to tax matters including without limitation the Tax Representations in the case of those representations and warranties contained in Sections 6.8, 6.14, 7.8, 7.14, 8.8 and 8.14 (and related statements in certificates delivered pursuant heretoSection 12(b), and which matters are otherwise primarily set forth in Article 14, shall survive the Closing as described in Article 14(f)(vi). (ii) twelve months after To the Closing, in the case of all other extent that Buyer has actual knowledge at or prior to Closing that Seller’s representations and or warranties contained in this Agreement Contract, in any Seller’s Estoppel Certificate or elsewhere are inaccurate, untrue or incorrect in any way, Buyer shall notify Seller in writing and provide Seller ten (10) days to cure such breach and related statements such representations and warranties shall be deemed modified to reflect Buyer’s actual knowledge to the extent set forth in certificates delivered pursuant heretosuch notice. Except as otherwise provided herein or as included or intended to be included in the Seller’s Tax Indemnity and/or indemnity for the matters described in Section 16(b)(3), provided and otherwise absent fraud on the part of Seller, the Company or any LLC, Seller shall have no liability to Buyer, after Closing with respect to a breach of representation by Seller if actually known by Buyer, and in each case that the absence of Seller’s cure of such termination will breach or agreement to cure such breach, and Buyer nonetheless closes. (iii) Notwithstanding anything in this Contract to the contrary, after Closing, and only with respect to breaches of covenants, representations and warranties of Seller not affect actually known by Buyer at Closing and first discovered by Buyer after Closing, Seller shall be liable to Buyer only if the aggregate of all actual damages incurred by Buyer or Buyer’s successors and assigns exceeds $50,000 (such floor shall not be applicable to a breach of the Tax Representations or Seller’s covenants made in Section 13(k)), and, if so, such liability shall include the first dollar of such damage and all amounts owed thereafter. In addition, but without limiting Seller’s General Indemnity obligations under Section 16(b), the maximum aggregate liability of Seller and the maximum aggregate amount which may be awarded to and collected by Buyer or Buyer’s successors and assigns (a) for all breaches of Seller’s representations made in Section 12(a) other than Corporate Representations and Tax Representations shall in no event exceed Ten Million Dollars ($10,000,000); (b) with respect to breaches of Tax Representations (including any liability under the indemnity provisions of Section 16(c)) shall not exceed One Hundred Million Dollars ($100,000,000); and (c) with respect to breaches of Corporate Representations shall not exceed Two Hundred Thirty-Three Million Eight Hundred Thirty Two Thousand Five Hundred Dollars ($233,832,500) if written claim as to which notification has been provided to the other parties prior to the date of such termination describing in reasonable detail an alleged breach of a representation and warranty on the basis of identified facts and circumstances. All covenants and other obligations contained in this Agreement and the other Transaction Documents not fully performed prior to is made within six (6) months after the Closing will survive the Closing indefinitely until fully performed and One Hundred Million Dollars (unless an earlier termination date $100,000,000) if written claim is expressly provided in such covenant)made thereafter.

REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained herein in Section 3 and Section 4 of this Agreement, contained in Section 3 and Section 4 of the Bill of Sale, or contained in any certificate or any conveyance, assigxxxxt or assumption document delivered pursuant heretoto this Agreement or the Bill of Sale, none of the parties to this Agreement are making any representation repxxxxntation or warranty whatsoever in connection with the Contemplated Transactionswhatsoever, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of their properties the Dairy Operations or assetsthe Divested Companies. It is understood that, except as otherwise specified in this Agreement (including or in the schedules and exhibits hereto) Bill of Sale and except to the extent included within or incorporated into the xxxx any Disclosure Letter, any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to any party to this Agreement or to any other Person are not and will shall not be deemed to be or to include representations or warranties of any party to this AgreementAgreement or the Bill of Sale or any certificate or conveyance, assignment or assumptiox xxcument delivered pursuant to this Agreement or the Bill of Sale. All representations Except as otherwise provided in this Section 9.1, all rexxxxentations and warranties in this Agreement and the Bill of Sale and any certificate or conveyance, assignment or assumptixx xocument delivered pursuant hereto to this Agreement or the Bill of Sale will terminate (i) twenty four eighteen months after the Closing; providex, in xowever, that (a) the case of those representations and warranties contained set forth in Sections 6.8, 6.14, 7.8, 7.14, 8.8 and 8.14 (and related statements in certificates delivered pursuant hereto), and (ii) twelve months Section 4.3 of this Agreement will survive for a period of five years after the Closing, (b) the representations and warranties set forth in Sections 4.1(c)(i), 4.1(c)(iii) and 4.1(c)(iv) of the case Bill of all Sale will survive until the expiration of the applicable statuxx xf limitations for any such violation, breach or other matter that is the subject of such representations and warranties, (c) if any breach of the representations and warranties set forth herein, or in Sections 3.1, 4.1, 4.7, 4.9, 4.10, 4.11, 4.15 or 5.1 of the Bill of Sale is based on a violation of any Legal Requirement, then suxx xepresentations and warranties and any claim for indemnification applicable to such a violation shall survive for the longer of eighteen months from the Closing Date and the applicable statute of limitation with respect thereto; and (d) with respect to the representations and warranties set forth in Sections 3.2, 4.4, 4.5(b) and 4.5(e) of the Bill of Sale, such representations and warranties and any claim for inxxxxification with respect thereto shall survive indefinitely. Notwithstanding the foregoing, any claim for indemnification that is asserted by notice as provided in Sections 9.5 and 9.6 within the applicable survival period shall survive until resolved by the parties or pursuant to a final non-appealable judicial determination. The representations and warranties contained in this Agreement (and related statements in certificates the Bill of Sale and any certificate or conveyance, assignment or assumptixx xocument delivered pursuant hereto)to this Agreement or the Bill of Sale shall not be affected by any investigation, provided in each case that verification xx xxamination by any party hereto or by anyone on behalf of any such termination will not affect any written claim as to which notification has been provided to the other parties prior to the date of such termination describing in reasonable detail an alleged breach of a representation and warranty on the basis of identified facts and circumstancesparty. All covenants and other obligations agreements contained in this Agreement, in the Bill of Sale or in any certificate or conveyance, assignment or assumpxxxx document delivered pursuant to this Agreement or the Bill of Sale shall be deemed to have been relied upon by the parties hereto and the other Transaction Documents not fully performed prior to the Closing will shall survive the Closing indefinitely until fully performed (unless an earlier termination date is expressly provided performed. Without limiting the foregoing, the obligation of Suiza and Holdings to indemnify DFA and its Affiliates from and against the Excluded Liabilities, and the obligation of DFA to indemnify Suiza and its Affiliates from and against the Dairy Liabilities, shall each survive indefinitely. All representations and warranties set forth herein and in such covenant)the Bill of Sale and any certificate or conveyance, assignment or assumptixx xocument delivered pursuant to this Agreement or the Bill of Sale shall be deemed to have been relied upon by the parties hxxxxo and to the Bill of Sale.