SURVIVAL OF LIABILITY FOR REPRESENTATIONS AND WARRANTIES Sample Clauses

SURVIVAL OF LIABILITY FOR REPRESENTATIONS AND WARRANTIES. 11.2.1 The Second Core Representations of the Vendor shall survive the Closing Date for a period of one (1) year, the First Core Representations of the Vendor shall survive the Adjustment Date and the Closing Date for a period of one (1) year, and all other representations and warranties of the Vendor and the Corporation contained herein shall survive the earlier of the First Fixture Date and the Closing Date for a period of one (1) year, except for 11.2.1.1 the representations and warranties contained in Sections 4.9.5 and 4.14 hereof (Taxes) and 4.17 (Employees, Pensions and Other Benefit Plans) which shall survive the Closing Date until the expiry of the limitation or prescription period under the relevant Laws, and the Purchaser covenants that, from and after the Closing Date, it shall not enter into, without the prior written consent of the Vendor, any agreement, waiver or other arrangement which provides for an extension of time with respect to the filing of any Tax Return or the payment or assessment of any Taxes dealt with by any such representation or warranty; 11.2.1.2 the representations and warranties contained in Section 4.16 hereof (Environmental Matters) which shall survive the earlier of (i) the First or Second Fixture Date (as determined by the date on which 72 representations and warranties were last deemed made) and (ii) the Closing Date for a period of three (3) years; and 11.2.1.3 the representations and warranties contained in Sections 4.1, 4.2 and 4.3 which shall survive without limitation as to time except as may be limited by law. except in each case to the extent that during such period the Purchaser shall have given notice to the Vendor or Domtar of a claim in respect of any such representation or warranty, in which case such representation or warranty with respect to such claim (but not as to other claims) shall continue in full force and effect until the final determination of such claim. After the end of the applicable survival period described above, the Vendor shall have no liability with respect to the representations and warranties contained herein except as to claims made prior to the expiry of the relevant period of survival pursuant to this Section 11.2.1. 11.2.2 All the representations and warranties of the Purchaser contained herein shall survive the Closing Date for a period of one (1) year, except to the extent that during such period the Vendor shall have given notice to the Purchaser of a claim in respect of any s...
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SURVIVAL OF LIABILITY FOR REPRESENTATIONS AND WARRANTIES. (a) All the representations and warranties of the Vendor contained in this Agreement shall survive the Closing Date and shall continue in full force and effect as follows: (1) where a Claim for the breach of a representation or warranty is based on or relates to: (i) title to the Purchased Assets pursuant to the provisions hereof, or (ii) intentional misrepresentation or fraud by the Vendor, until the expiry of the relevant limitation or prescription period under applicable Law; (2) where a Claim for the breach of a representation or warranty is based on or relates to any other matter, for a period of 150 days, except to the extent that during such period the Purchasers shall have given notice to the Vendor of a Claim in respect of any such representation or warranty, in which case such representation or warranty with respect to such Claim (or any additional or supplemental Claim with respect to the subject matter of the initial Claim) shall continue in full force and effect until the final determination thereof. (b) All the representations and warranties of each of the Purchasers contained in this Agreement and the Ancillary Documents shall survive the Closing Date and shall continue in full force and effect for a period of 150 days, except to the extent that during such period the Vendor shall have given notice to the Purchaser of a Claim in respect of any such representation or warranty, in which case such representation or warranty with respect to such Claim (or any additional or supplemental Claim with respect to the subject matter of the initial Claim) shall continue in full force and effect until the final determination thereof.
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Related to SURVIVAL OF LIABILITY FOR REPRESENTATIONS AND WARRANTIES

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

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