SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 6.1 Survival of Warranties by NHL To the extent that they have not been fully performed at or prior to the Time of Closing, and unless otherwise provided, the covenants, representations and warranties of NHL contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement shall survive the Closing and shall continue for the benefit of Sonoma for a period of one (1) year notwithstanding such Closing, nor any investigation made by or on behalf of Sonoma or any knowledge of Sonoma, except that:
(a) the representations and warranties set out in sections 3.1(r) and 3.1(s), and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 8.1(a), shall survive the Closing and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment or other form of recognized document assessing liability for Tax, interest or penalties under Laws applicable to Tax in respect of any taxation year to which such representations and warranties extend could be issued under such Laws to NHL, including any additional period resulting from NHL filing a waiver or other document extending such period prior to the Closing;
(b) a claim for breach of any such representation or warranty, to be effective, must be asserted in writing on or prior to the applicable expiration time set out in this Section 6.1, provided that a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law; and
(c) no claim for any breach of any of the covenants, representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement may be made after the applicable expiration time set out in this Section 6.1, notwithstanding that such breach was not objectively discoverable.
6.2 Survival of Warranties by Shareholders To the extent that they have not been fully performed at or prior to the Time of Closing, and unless otherwise provided, the covenants, representations and warranties of the Shareholders contained in this Agreement and an...
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 4.1 Survival of Warranties by the Vendor. The representations and warranties made by the Vendor and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Assets provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Purchaser or any other person or any knowledge of the Purchaser or any other person, shall continue in full force and effect for the benefit of the Purchaser, subject to the following provisions of this section. No Warranty Claim may be brought by the Purchaser after the date which is 360 days following the Closing Date. After the expiration of the period of time aforesaid, the Vendor will be released from all obligations and liabilities in respect of the representations an warranties made by the Vendor and contained in this Agreement or in any document or certificate given in order to carry out the transaction contemplated hereby except with respect to any claims made by the Purchaser in writing prior to the expiration of such period and subject to the rights of the Purchaser to make any claim permitted by paragraph (b) of this section.
4.2 Survival of Warranties by Purchaser. The representations and warranties made by the Purchaser and contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby will survive the closing of the purchase and sale of the Purchased Assets provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Vendor or the Shareholder or any other person or any knowledge of the Vendor or the Shareholder or any other person, shall continue in full force and effect for the benefit of the Vendor provided that no Warranty Claim may be brought by the Vendor after the date which is 360 days following the Closing Date.
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 4.1 Survival of Representations and Warranties by the Assignor The representations, warranties, covenants and obligations made by the Assignor contained in this Agreement or contained in any document or certificate provided by the Assignor in order to carry out the transactions contemplated hereby shall survive the Closing and shall continue in full force and effect for the benefit of the Assignee indefinitely.
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. The representations and warranties set forth in this Agreement shall survive the Closing.
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 45 11.1 Survival......................................................45
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. Survival of Representations and Warranties by the Vendors.....
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 1. SURVIVAL OF WARRANTIES BY THE VENDOR. The representations and warranties made by the Vendor and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Assets provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Purchaser, Workstream or any other person or any knowledge of the Purchaser, Workstream or any other person, shall continue in full force and effect for the benefit of the Purchaser or Workstream, except that no Warranty Claim may be made or brought by the Purchaser or Workstream after the date which is two years following the Closing Date. After the expiration of the period of time referred to in this section 4.1, the Vendor will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendor and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby except with respect to any claims made by the Purchaser and/or Workstream in writing prior to the expiration of such period.
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 4.1 Survival of Warranties by the Vendor and Shareholder. The representations and warranties made by the Vendor and the Shareholder and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Assets provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Purchaser or any other person or any knowledge of the Purchaser or any other person, shall continue in full force and effect for the benefit of the Purchaser, subject to the following provisions of this section.
(a) Except as provided in paragraph (b) of this section, no Warranty Claim may be made or brought by the Purchaser after the date which is two years following the First Closing Date.
(b) Any Warranty Claim which is based upon or relates to the title to the Purchased Assets or which is based upon intentional misrepresentation or fraud by the Vendor or the Shareholder may be made or brought by the Purchaser at any time. After the expiration of the period of time referred to in paragraph (a) of this section, the Vendor and the Shareholder will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendor and the Shareholder and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby except with respect to any claims made by the Purchaser in writing prior to the expiration of such period and subject to the rights of the Purchaser to make any claim permitted by paragraph (b) of this section.
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 5.1 Survival of Warranties Wood and QMI
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 25 4.01. Survival of Warranties by the Vendor and SoftQuad...........25 4.02. Survival of Warranties by Purchaser.........................25
