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

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 agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.

Survival of Representations and Warranties of the Vendor. The To the extent that they have not been fully performed at or prior to the Time of Closing, the covenants, representations and warranties of the Vendor contained in this Agreement and in 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 date that claim until is fifteen months from the final determination or settlement of the claim Closing Date 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 datesections 3.1, in which case the representation 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.11 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;3.22 (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)(ia) (and the corresponding any certificate updating such representations and warranties set out in the certificates delivered on behalf of the Vendor pursuant to Section 6.1(a)warranties) shall survive and continue in full force and effect without limitation of time; (b) the representations and warranties set out in section 3.26 (and any certificate updating such representations and warranties) shall survive the closing of the transactions contemplated hereby and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for Tax, interest or penalties under applicable tax legislation in respect of any taxation year to which such representations and warranties extend could be issued under such tax legislation to the Corporation, provided the Corporation did not file any waiver or other document extending such period; and (dc) 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 hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.

Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in Article 4 or any certificate delivered pursuant to this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the closing Closing for a period of eighteen (18) months from the transactions contemplated hereby until March 31Closing Date, 2006 unless a bona fide notice of a claim shall have been made except for: (a) those matters set out in writing before such dateSections 4.1 (Organization), in 4.2 (Authorization and Enforceability), 4.5 (No Violation), 4.9 (Title to Personal and Other Property) and 4.10 (No other Agreement to Purchase) (the “Fundamental Representations”) which case the representation and warranty to which such notice applies shall survive the Closing Date indefinitely; (b) those matters set out in Section 4.17 (Computer Systems) which shall survive the Closing for a period of two (2) years from the Closing Date; (c) those matters set out in Section 4.20 (Environmental) which shall survive the Closing for a period of three (3) years from the Closing Date; (d) the Vendor's representations and warranties set out in Sections 4.3 and 4.4 shall survive until the Tax Authorities shall no longer be entitled to assess or reassess liability for the applicable Taxes against the Vendor for that particular period, having regard, without limitation to any waivers given by the Vendor in respect of that claim until any taxation year; and (e) fraudulent or willfully false representations and warranties which shall survive indefinitely, and notwithstanding the final determination or settlement of the claim Closing and, notwithstanding such closing nor subject to any investigation other terms and conditions of this Agreement, any inspection or inquiries made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during Purchaser, after which time the Vendor shall be released from all obligations in respect of 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 except with respect 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 Claims asserted by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during in accordance with Section 11.3 hereof before the expiration, if applicable, of 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 agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.

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 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 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(ll3.1(mm) shall survive for a period of ninety days after the expiration of applicable statutes of limitation (after giving effect relevant authorities shall no longer be entitled to assess liability for Tax against the Company for any extensions particular taxation year ended on or waivers) prior to 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; (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(c3.1(d), 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 agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.

Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement Agreement, and any agreement, instrument, certificate or other document executed or delivered pursuant hereto Closing Document 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 Closing and, notwithstanding such closing nor the Closing or any investigation made by or on behalf of the PurchaserPurchaser with respect thereto, shall continue in full force and effect for the benefit of the Purchaser during such periodprovided, except thathowever, that no Claim in respect thereof shall be valid unless it is made within the following time periods and in accordance with the provisions set forth in Article 10: (a) in 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 case 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 Claim in respect of that claim until a representation or warranty made in subsections 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e), 7.1(f), 7.1(q), 7.1(aa) and 7.1(cc), and in the final determination case of a Claim in respect of a representation or settlement warranty based on fraud, including a Claim in respect of the claim and, notwithstanding such closing nor any investigation a misrepresentation made by or on behalf of the Purchaser, shall continue fraud committed in full force and effect filing a Tax Return or supplying information for the benefit purposes of any Applicable Laws in respect of Taxes, within the Purchaser during such periodmaximum period permitted by Applicable Law; (b) in the representations case of a Claim in respect of the representation or warranty made in subsections 3.4 and warranties set out 7.1(i), other than a Claim in Section 3.1(gg) shall survive and continue respect of a misrepresentation made or fraud committed in full force and effect filing a Tax Return or supplying information for the purposes of any applicable Tax Legislation, within a period of five years following commencing on the Closing Date unless a bona fide notice of a claim shall have been made and ending on the date that is ninety (90) days after the date on which the last applicable limitation period under any applicable Tax Legislation expires with respect to any taxation year which is relevant in writing before such date, in which case the representation and warranty determining any liability under this Agreement with respect to which such notice applies shall survive in respect of that claim until the final determination or settlement of the claim Tax matters; 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 case of a Claim in respect of any other representation or warranty 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 Agreement, or in any agreementother Closing Document, instrumentincluding in any certificate, certificate affidavit, statutory declaration or other agreement or document executed delivered or delivered given pursuant hereto involving fraud to this Agreement or fraudulent misrepresentation may be made at any time following other Closing Document, within a period of twelve (12) months after the Closing Date, subject only to applicable limitation periods imposed by law.

Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and in any Closing Document and in any agreement, instrumentcertificate, certificate affidavit, statutory declaration or other document executed delivered or delivered given pursuant hereto to this Agreement or any Closing Document 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 Closing and, notwithstanding such closing nor the Closing or any investigation made by or on behalf of the PurchaserPurchaser with respect thereto, shall continue in full force and effect for the benefit of the Purchaser during such periodPurchaser; provided, except thathowever, that no claim in respect thereof shall be valid unless it is made within the following time periods: (a) in 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 case 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 Vendor’s Core Representations 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) Warranties (and the corresponding representations and warranties set out in the certificates delivered Vendor’s Closing Certificate) and in the case of a claim in respect of a representation or warranty based on behalf of the Vendor pursuant to Section 6.1(a)) shall survive and continue in full force and effect without limitation of timefraud, [ ]; and (db) in the case of a claim for any breach in respect of any of other representation or warranty (and the corresponding representations and warranties contained set out in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Vendor’s Closing Certificate) within a period of [ ] from the Closing Date; and any such claim as aforesaid shall be made in accordance with the provisions set forth in Article 8 and, subject only upon the expiry of the relevant limitation period referred to applicable limitation periods imposed by lawin Subsections (a) and (b) of this Section 4.4, the Vendor shall have no further liability to the Purchaser with respect to the representations or warranties referred to in such clauses, respectively, except in respect of claims which have theretofore been made in accordance with the provisions set forth above.