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 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) 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 6.2, 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 (b) 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 6.2, notwithstanding that such breach was not objectively discoverable. 6.3 Survival of Warranties by Sonoma 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 Sonoma 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 NHL and the Shareholders for a period of one (1) year notwithstanding such Closing, nor any investigation made by or on behalf of NHL or the Shareholders or any knowledge of NHL or the Shareholders, except that: (a) the representations and warranties set out in sections 5.1(v) and 5.1(w), 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 Sonoma, including any additional period resulting from Sonoma 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 6.3, 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 6.3, notwithstanding that such breach was not objectively discoverable.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Nutritional High International Inc), Securities Exchange Agreement (Nutritional High International Inc)
SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES. 6.1 4.1 Survival of Representations and 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, Vendors The representations and warranties of NHL contained made by the Vendors in this Agreement and Agreement, or in any agreementdocument or certificate given in order to carry out the transaction provided for herein, instrument, certificate or other document executed or delivered pursuant to this Agreement shall will survive the Closing and shall continue for the benefit purchase and sale of Sonoma for a period of one (1) year the Purchased Shares and, notwithstanding such Closing, nor Closing or any investigation made by or on behalf of Sonoma the Purchaser or any other person 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)Purchaser or any other person, shall survive the Closing and continue in full force and effect untilfor the benefit of the Purchaser, but not beyondsubject to the following provisions:
(a) except as provided in (b) and (c) of this Section, no Warranty Claim may be made or brought by the Purchaser after the date which is one year following the Closing Date;
(b) notwithstanding anything else contained in this Agreement or elsewhere, each of the parties comprising the Vendors shall only be liable for breaches of representations and warranties relating to the Vendor in question and,
(c) any Warranty Claim which is based upon or relates to the tax liability of WPC for a particular taxation year may be made or brought by the Purchaser at any time prior to the expiration of the period, period (if any, ) during which an assessment assessment, reassessment or other form of recognized document assessing liability for Taxtax, interest or penalties under Laws applicable to Tax in respect of any such taxation year to which such representations and warranties extend under applicable tax legislation could be issued under (or, in the case of any such Laws to NHLassessment or reassessment, including until the issues in dispute have been fully resolved) assuming that WPC and the Purchaser do not file any additional period resulting from NHL filing a waiver or other similar document extending such period prior as otherwise determined; and
(d) any Warranty Claim which is based upon or relates to title to the Closing;
Purchased Shares or which is based upon intentional misrepresentation or fraud by the Vendors may be made or brought by the Purchaser at any time for the maximum period permitted by law. After the expiration of the period of time referred to in (ba) a claim for breach of any such representation or warrantythis Section, to the Vendors will be effective, must be asserted released from all obligations and liabilities 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 respect of the representations and warranties contained made by the Vendors in this Agreement Agreement, or in any agreementdocument or certificate given in order to carry out the transaction provided for herein, instrumentexcept with respect to any Warranty Claims made by the Purchaser in writing and in good faith (with particulars as to the nature of the Warranty Claim, certificate or other document executed or delivered pursuant to this Agreement involving fraud or fraudulent misrepresentations may be made at the extent then known) prior to the expiration of such period and subject to the rights of the Purchaser to make any time following the Closing Date, subject only to applicable limitation periods imposed claim permitted by Law; and
(b) 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 discoverableSection.
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 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) 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 6.2, 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
(b) 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 6.2, notwithstanding that such breach was not objectively discoverable.
6.3 Survival of Warranties by Sonoma 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 Sonoma 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 NHL and the Shareholders for a period of one (1) year notwithstanding such Closing, nor any investigation made by or on behalf of NHL or the Shareholders or any knowledge of NHL or the Shareholders, except that:
(a) the representations and warranties set out in sections 5.1(v) and 5.1(w), 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 Sonoma, including any additional period resulting from Sonoma 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 6.3, 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 6.3, notwithstanding that such breach was not objectively discoverable.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Canwest Petroleum Corp)
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 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) 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 6.2, 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
(b) 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 6.2, notwithstanding that such breach was not objectively discoverable.
6.3 Survival of Warranties by Sonoma 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 Sonoma 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 NHL and the Shareholders for a period of one (1) year notwithstanding such Closing, nor any investigation made by or on behalf of NHL or the Shareholders or any knowledge of NHL or the Shareholders, except that:
(a) the representations and warranties set out in sections 5.1(v) and 5.1(w), 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 Sonoma, including any additional period resulting from Sonoma 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 6.3, 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 6.3, notwithstanding that such breach was not objectively discoverable.
Appears in 1 contract
Samples: Securities Exchange Agreement
