Survival; Buyer Acknowledgment. None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement (including the Final Closing Certificate), nor any of the covenants and agreements contained herein to be performed or complied with prior to, or at, Closing, will survive the Closing. No Party shall be under any liability whatsoever with respect to any such representation or warranty, covenant or agreement after Closing. Only the covenants and agreements contained herein that are to be performed or complied with after the Closing shall survive the Closing in accordance with their respective terms or, absent a specific term, until expiration of the applicable statute of limitations, and this Section 9.5 shall not limit any liability of the Parties to this Agreement for such post-Closing covenants or agreements. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF THE CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE COMPANIES TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE COMPANIES. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR IN ANY OF THE ANCILLARY DOCUMENTS, BUYER IS RELYING SOLELY UPON THE INSPECTION, EVALUATION AND EXAMINATION OF THE COMPANIES BY BUYER AND THAT BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE SHARES AND THE PURCHASED CANADIAN ASSETS ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTY OF, INDEMNITY OR LIABILITY TO THE SELLERS EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OF THE ANCILLARY DOCUMENTS OR IN THE CASE OF FRAUD OR INTENTIONAL MISREPRESENTATION.
Survival; Buyer Acknowledgment
