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

Survival of Representations and Warranties of the Vendors. (1) The representations and warranties of the Vendors contained in this Agreement shall survive the Closing and shall continue for the benefit of the Purchaser for a period of [**](33) notwithstanding such Closing, except that: (2) the representations and warranties set out in Sections 3.1(7) to and including 3.1(13), shall survive the Closing and continue in full force and effect without limitation of time; (3) the representations and warranties set out in Section 3.1(38) 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 MFI, including any additional period resulting from MFI filing a waiver or other document extending such period prior to the Closing; and (4) 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 3.3, 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.

Survival of Representations and Warranties of the Vendors. (1) The representations and warranties of the Vendors contained in this Agreement shall survive the Closing and shall continue for the benefit of the Purchaser for a period of [**](33) 34 notwithstanding such Closing, except that: (2) the representations and warranties set out in Sections 3.1(7) to and including 3.1(13), shall survive the Closing and continue in full force and effect without limitation of time; (3) the representations and warranties set out in Section 3.1(38) 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 MFI, including any additional period resulting from MFI filing a waiver or other document extending such period prior to the Closing; and (4) 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 3.3, 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. 34 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

Survival of Representations and Warranties of the Vendors. (1) The representations and warranties of the Vendors contained in this Agreement shall survive the Closing and shall continue for the benefit of the Purchaser for a period of [**](33) 33 notwithstanding such Closing, except that: (2) the representations and warranties set out in Sections 3.1(7) to and including 3.1(13), shall survive the Closing and continue in full force and effect without limitation of time; (3) the representations and warranties set out in Section 3.1(38) 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 MFI, including any additional period resulting from MFI filing a waiver or other document extending such period prior to the Closing; and (4) 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 3.3, 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.