Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby until March 31, 2006 unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period, except that:
(a) the representations and warranties set out in Section 3.1(ll) shall survive for a period of ninety days after the expiration of applicable statutes of limitation (after giving effect to any extensions or waivers) unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period;
(b) the representations and warranties set out in Section 3.1(gg) shall survive and continue in full force and effect for a period of five years following the Closing Date unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period;
(c) the representations and warranties set out in Sections 3.1(a), 3.1(b) and 3.1(c), the first sentence of Sections 3.1(f) and 3.1(g), and Section 3.1(k)(i) (and the corresponding representations and warranties set out in the certificates delivered on behalf of the Vendor pursuant to Section 6.1(a)) shall survive and continue in full force and effect without limitation of time; and
(d) a claim for any breach of any of the representations and warranties contained in this Agreement or in any a...
Survival of Representations and Warranties of the Vendor. The representations and warranties set forth in subsections 3.01(a), (b), (c) and (d) shall survive Closing and shall continue in effect without limitation. All other representations and warranties made by the Vendor hereunder shall survive the closing of the purchase transaction hereunder and shall continue in effect for a period of twenty four (24) months from Closing; after which time, if no notice of claim shall, prior to the expiry of the aforesaid period, have been made hereunder against the Vendor with respect to any incorrectness in or breach of any representation or warranty made by the Vendor, the Vendor shall have no further liability hereunder with respect to such representation or warranty.
Survival of Representations and Warranties of the Vendor. The representations and warranties set forth in subsections 3.01 (a), (b), (c), (d) and (e) shall survive Closing and shall continue in effect without limitation. The representations and warranties set forth in subsections 3.01(i), (j), and (k) shall survive Closing and shall continue in effect until the first date on which no assessment, reassessment or other document assessing liability for tax claimed or penalties may be issued to the Corporation in respect of any taxation year end or period ended prior to the date hereof pursuant to the US Tax Act or the Tax Act, as the case may be, or any other applicable tax legislation. All other representations and warranties made by the Vendor hereunder shall survive the closing of the purchase transaction hereunder and shall continue in effect for a period of twenty four (24) months from Closing; after which time, if no notice of claim shall, prior to the expiry of the aforesaid period, have been made hereunder against the Purchaser with respect to any incorrectness in or breach of any representation or warranty made by the Purchaser, the Purchaser shall have no further liability hereunder with respect to such representation or warranty.
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby until March 31, 2006 unless a bona fide notice of a claim shall have been made in writing before such date, in which case the representation and warranty to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim, and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period, except that:
(a) the representations and warranties set out in Sections 3.1(a), 3.1(b) and 3.1
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement (except in respect of a breach thereof which has been disclosed in writing to the Purchaser prior to the Time of Closing) shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Purchaser with respect thereto, shall continue in full force and effect for the benefit of the Purchaser provided, however, that no claim in respect thereof shall be valid unless it is made within two (2) years from the Closing Date and in accordance with the provisions set forth in Article 17 and, upon the expiry of such limitation period referred to above, the Vendor shall have no further liability to the Purchaser with respect to any of such representations and warranties, except in respect of claims which have theretofore been made in accordance with the provisions set forth above.
Survival of Representations and Warranties of the Vendor. 3.2.1 The representations and warranties of the Vendor contained in this Agreement and in any Closing Document and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement or any Closing Document shall survive the Closing for a period of three (3) years and, notwithstanding the Closing or any investigation made by or on behalf of the Purchaser with respect thereto, shall continue in full force and effect for the benefit of the Purchaser. However, in the case of a claim in respect of the representations or warranties relating to the Purchased Equipment; title of the Vendor to the Purchased Equipment; and, in the case of a claim in respect of a representation or warranty based on a fraud, there shall be no time limit within which such a claim may be made.
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement or in any certificate or other document delivered or given pursuant to this Agreement shall survive the completion of the transactions contemplated by this Agreement and shall continue in full force and effect for the benefit of the Purchaser and its Affiliates:
7.1.1 for an unlimited period from the Closing Date for (i) representations and warranties contained in, 3.1.1 (Due Incorporation or Organization), 3.1.2 (Due Authorization), 3.1.3 (Enforceability), 3.1.8 (Authorized Capital (Before Reorganization)), 3.1.9 (Issued Capital), 3.1.10 (Title), 3.1.11 (No Options) and 3.1.46 (BRP Business Segment Cash), (ii) representations and warranties in the certificate referred to in Section 9.1.1, to the extent relating to such representations and warranties, and (iii) conduct constituting fraud, fraud in the inducement, intentional misrepresentation or the violation of Law;
7.1.2 for a period of sixty (60) days after the relevant Tax authorities shall no longer be entitled to assess liability against any BRP Company for a particular period ending on, before, or, in the case of a Straddle Period, including the Closing Date, having regard, without limitation, to any waivers given by any Person (other than waivers given in contravention of this Agreement) in respect of any taxation year, for (i) representations or warranties relating to or impacted by Tax matters, including those set out in Section 3.1.44 arising in or in respect of any such particular period and (ii) representations and warranties in the certificate referred to in Section 9.1.1, to the extent relating to such representations and warranties;
7.1.3 for a period equivalent to the prescription period applicable to the underlying compliance issue in question under applicable Laws plus sixty (60) days for (i) representations and warranties contained in Section 3.1.36 (Compliance with Laws), and (ii) representations and warranties in the certificate referred to in Section 9.1.1 to the extent relating to such representations and warranties;
7.1.4 for a period of seven (7) years from the Closing Date (i) for representations and warranties contained in Section 3.1.35 (Environmental Matters) and (ii) representations and warranties in the certificate referred to in Section 9.1.1 to the extent relating to such representations and warranties;
7.1.5 for a period of five (5) years from the Closing Date for (i) representations and warranti...
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement, in the Schedules annexed hereto or in any certificate or other document delivered or given pursuant to this Agreement shall survive the completion of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of XXXXXX XXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXX
Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in Section 3.1 shall survive the Closing and notwithstanding the Closing, shall continue in full force and effect for the benefit of the Purchaser for a period of two years, after which time the Vendor shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Purchaser in writing prior to the expiration of such period.
Survival of Representations and Warranties of the Vendor. The covenants, representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing of the transactions contemplated hereby and, notwithstanding such closing, nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of eighteen (18) months., provided that claims with respect to:
a) litigation matters as referred to in Clause 3.22 shall survive for two (2) years from the Closing Date;
b) tax matters as referred to in Clause 3.23 shall survive until six months after the end of period in which any taxing authority may levy or reassess any taxes owing by the Schools;
c) fraud, intentional misrepresentation or wilful breach or misconduct or (B) breach of representations and warranties set out in Sections 3.1, 3.2, 3.3, 3.4, 3.5, and 3.6 shall survive the Closing and continue in full force and effect without limitation of time.
