Common use of REPRESENTATIONS; SURVIVAL Clause in Contracts

REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained in Sections 3, 4, 5 and 6 and in any certificate delivered pursuant to this Agreement, none of the parties to this Agreement are making any representation or warranty whatsoever, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of the properties or assets of the Reid Xxxpanies or the Suiza Companies. It is understood that, except as otherwise specified in this Agreement 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 any other Person are not and shall not be deemed to be or to include representations or warranties of any party to this Agreement. Except as otherwise provided in this Section 12.1, all representations and warranties in this Agreement and any other certificate or document delivered pursuant to this Agreement will terminate eighteen months after the Closing; provided, however, that (a) if any breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.8, 3.10, 3.11, 3.12 or 3.16 or in Sections 4.1, 4.2, 4.8, 4.10, 4.11, 4.12 or 4.16 constitutes a violation of any Legal Requirement, then such representations and warranties and any claim for indemnification applicable to such a violation shall survive for the applicable statute of limitation with respect thereto; and (b) with respect to the representations and warranties set forth in Sections 3.3, 3.13(a), 3.19, 4.3, 4.13(a), 4.13A, 4.19 and 4.23, such representations and warranties and any claim for indemnification with respect thereto will survive until the expiration of the applicable statute of limitations.

REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained in Sections 3, 4, 5 and 6 Section 3 and in any certificate delivered by Sellers pursuant to this Agreement, none of the parties to this Agreement Sellers are making any no representation or warranty whatsoever, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of the properties or assets of the Reid Xxxpanies or Company and Buyer takes the Suiza Companies. Company "AS IS" and "WHERE IS." It is understood that, except as otherwise specified in this Agreement 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 any other Person Buyer are not and shall not be deemed to be or to include representations or warranties of any party to this AgreementSellers. Except as otherwise provided in this Section 12.110.1, all representations and warranties in this Agreement and any other certificate or document delivered pursuant to this Agreement will terminate eighteen twelve months after the Closing; provided, however, that (a) if any breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.8, 3.10, 3.11, 3.12 or and 3.16 or in Sections 4.1, 4.2, 4.8, 4.10, 4.11, 4.12 or 4.16 constitutes a violation of any Legal Requirement, then such representations and warranties and any claim for indemnification applicable to such a violation shall survive for the applicable statute of limitation with respect thereto; and (b) with respect to the representations and warranties set forth in Sections Section 3.3, 3.13(a), 3.19, 4.3, 4.13(a), 4.13A, 4.19 and 4.23, such representations and warranties and any claim for indemnification with respect thereto will shall survive until the expiration of the applicable statute of limitationsindefinitely.

REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained in Sections 3, 4, 5 Section 3 and 6 Section 4 and in any certificate delivered pursuant to this Agreement, or contained in Section 3 and Section 4 of the Bill xx Sale, none of the parties to this Agreement are making any representation or warranty whatsoever, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of the properties or assets of the Reid Xxxpanies or the Suiza CompaniesDairy Assets. It is understood that, except as otherwise specified in this Agreement or in the Bill xx Sale and except to the extent included within or incorporated into the 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 any other Person are not and shall not be deemed to be or to include representations or warranties of any party to this AgreementAgreement or the Bill xx Sale. Except as otherwise provided in this Section 12.19.1, all representations and warranties in this Agreement and the Bill xx Sale and any other certificate or document delivered pursuant to this Agreement or the Bill xx Sale will terminate eighteen months after the Closing; provided, however, that (a) the representations and warranties set forth in Sections 4.1(c)(i), 4.1(c)(iii) and 4.1(c)(iv) of the Bill xx Sale will survive until the expiration of the applicable statute of limitations for any such violation, breach or other matter that is the subject of such representations and warranties, (b) if any breach of the representations and warranties set forth herein, or in Sections 3.1, 3.2, 3.8, 3.10, 3.11, 3.12 or 3.16 or in Sections 4.1, 4.24.7, 4.84.9, 4.10, 4.11, 4.12 4.11 or 4.16 constitutes 4.15 of the Bill xx Sale is based on a violation of any Legal Requirement, then such representations 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 (bc) with respect to the representations and warranties set forth in Sections 3.33.2, 3.13(a), 3.19, 4.3, 4.13(a), 4.13A, 4.19 4.4 and 4.234.5(b) of the Bill xx Sale, such representations and warranties and any claim for indemnification with respect thereto will shall survive until indefinitely. Notwithstanding the expiration of the applicable statute of limitations.foregoing, any claim for indemnification that is asserted by written notice as provided in

REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained in Sections 3, 4, 5 Section 3 and 6 Section 4 and in any certificate delivered pursuant to this Agreement, none of the parties to this Agreement are making any representation or warranty whatsoever, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of the properties or assets of the Reid Xxxpanies DFA Companies or the Suiza Companies. , Suiza GTL or Suiza SoCal and such assets are being taken "as is" and "where is." It is understood that, except as otherwise specified in this Agreement 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 any other Person are not and shall not be deemed to be or to include representations or warranties of any party to this Agreement. Except as otherwise provided in this Section 12.111.1, all representations and warranties in this Agreement and any other certificate or document delivered pursuant to this Agreement will terminate eighteen twelve months after the Closing; provided, however, that (a) if any breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.8, 3.10, 3.11, 3.12 or 3.16 or in Sections 4.1, 4.2, 4.8, 4.10, 4.11, 4.12 or 4.16 constitutes a violation of any Legal Requirement, then such representations and warranties and any claim for indemnification applicable to such a violation shall survive for the applicable statute of limitation with respect thereto; and (b) with respect to the representations and warranties set forth in Sections 3.3, 3.13(a), 3.19, Section 3.3 and Section 4.3, 4.13(a), 4.13A, 4.19 and 4.23, such representations and warranties and any claim for indemnification with respect thereto will shall survive until the expiration of the applicable statute of limitationsindefinitely.