Common use of Survival of Covenants, Representations and Warranties of the Vendor Clause in Contracts

Survival of Covenants, Representations and Warranties of the Vendor. To the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants, representations and warranties of the Vendor 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 the Purchaser for a period of 12 months notwithstanding such Closing, nor any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser, except that: (a) The representations and warranties set out in Sections 3.1(1) to and including Section 3.1(8) and in Section 3.1(9), and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(a) shall survive the Closing and continue in full force and effect without limitation of time. (b) The representations and warranties set out in Section 3.1(40) and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(b) 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 the Corporation, including any additional period resulting from the Corporation or from Corporation filing a waiver or other document extending such period prior to the Closing. (c) 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 8.1, 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. (d) 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 8.1 notwithstanding that such breach was not objectively discoverable.

Survival of Covenants, Representations and Warranties of the Vendor. To the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants, representations and warranties of the Vendor 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 the Purchaser for a period of 12 months two (2) years notwithstanding such Closing, nor any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser, except that: (a1) The the representations and warranties set out in Sections 3.1(1) to and including Section 3.1(83.1(7), 3.1(19) and in Section 3.1(9), and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(a3.1(29) shall survive the Closing and continue in full force and effect without limitation of time.; (b2) The the representations and warranties set out in Section 3.1(40) and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(b3.1(27) 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 the CorporationVendor, including any additional period resulting from the Corporation or from Corporation Vendor filing a waiver or other document extending such period prior to the Closing.; (c3) 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 8.13.3, 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 (d4) No 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 8.1 3.3 notwithstanding that such breach was not objectively discoverable.

Survival of Covenants, Representations and Warranties of the Vendor. To the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants, All representations and warranties of made by the Vendor contained in this Agreement shall survive the Closing as follows: (a) the representations and any agreementwarranties set forth in Sections4.1(a), instrument4.1(e), certificate or other document executed or delivered pursuant to 4.1(f) and 4.1(r) of this Agreement shall survive the Closing and shall will continue for the benefit of the Purchaser for a period of 12 months notwithstanding such Closing, nor any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser, except that:without time limit; (ab) The the representations and warranties set out in Sections 3.1(1) to and including Section 3.1(8) and forth in Section 3.1(9)4.1(cc) of this Agreement in respect of a particular taxation year, and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(a) period or event shall survive the Closing and continue in full force and effect without limitation of time. (b) The representations and warranties set out in Section 3.1(40) and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(b) shall survive the Closing and continue in full force and effect until, but not beyond, until 180 days after the expiration of the period, if any, during which an assessment a Governmental Authority is entitled to issue any assessment, reassessment or other form of recognized document assessing liability for Tax, interest or penalties Tax under Laws applicable to Tax legislation in respect of such taxation year, period or event, without taking into account any taxation year to which such representations and warranties extend could be issued under such Laws to the Corporation, including any additional period resulting from the Corporation or from Corporation filing a waiver or other similar document extending such period prior given after the Closing unless the Purchaser has provided its written consent to the Closing.giving of such waiver or similar document; (c) 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 8.1, provided that a claim for any breach of any all of the other representations and warranties of the Vendor 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 Closing Document shall survive for a period of twelve (12) months from the Closing Dateand, subject only after such period, the will not have any further liability hereunder with respect to applicable limitation periods imposed by Law.such representations and warranties except with respect to claims properly made within such period; and (d) No claim for any breach of any all of the covenants, representations Vendor’s covenants and warranties agreements contained in this Agreement or any Closing Document shall survive the Closing and continue until performed or waived. (e) If the Purchaser delivers to the Vendor, before expiration of a representation or warranty, either a Claim Notice based upon a breach of such representation or warranty, or a notice that, as a result a legal proceeding instituted by or written claim made by a third party, the Purchaser reasonably expects to incur Damages as a result of a breach of such representation or warranty (an “Expected Claim Notice”), then such representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such Expected Claim Notice. If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in any agreementfavor of the Purchaser, instrument, certificate or other document executed or the Purchaser shall promptly so notify the Vendor; and if the Purchaser has delivered pursuant a copy of the Expected Claim Notice to this Agreement may be made the Escrow Agent and Escrow Consideration Shares have been retained in escrow after the applicable expiration time set out Termination Date (as defined in this Section 8.1 notwithstanding that the Escrow Agreement) with respect to such breach was not objectively discoverableExpected Claim Notice, the Vendor and the Purchaser shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to distribute such retained Escrow Consideration Shares to the Vendor in accordance with the terms of the Escrow Agreement.

Survival of Covenants, Representations and Warranties of the Vendor. To the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, (i) the covenantscovenants of the Vendor 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 in full force and effect for the benefit of the Purchaser without limitation of time and (ii) representations and warranties of the Vendor 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 the Purchaser for a period of 12 months notwithstanding such Closing, nor any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser18 months, except that: (a) The the representations and warranties set out in Section 3.1(1) and Sections 3.1(13.1(3) to and including Section 3.1(8) and in Section 3.1(93.1(19), and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(a) 5.1(1), shall survive the Closing and continue in full force and effect without limitation of time.; (b) The the representations and warranties set out in Section 3.1(403.1(35) and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(6)(b5.1(1), shall survive the Closing and continue in full force and effect, subject only to applicable limitation periods imposed by Law; (c) the representations and warranties set out in Sections 3.1(2) and 3.1(30) and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.1(1) shall survive the Closing and continue in full force and effect until, but not beyond, ninety (90) days following the expiration of the period, if any, during which an assessment assessment, reassessment or other form of recognized document assessing liability or reassessing 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 the CorporationVendor, including any additional period resulting from the Corporation or from Corporation Vendor filing a waiver or other document extending such period prior to the Closing.in respect of any taxation year; (cd) A a claim for breach of any such representation representation, warranty or warrantycovenant, to be effective, must be asserted in writing on or prior to the applicable expiration time set out in this Section 8.13.3, 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, fraud in the inducement, wilful misconduct, fraudulent misrepresentations or fraudulent intentional misrepresentations may be made at any time following the Closing Date, subject only to applicable without limitation periods imposed by Law.of time; and (de) No 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 8.1 3.3 (including, as modified by Subsection (d)) notwithstanding that such breach was not objectively discoverable.