Survival of Representations, Warranties and Covenants of the Vendors. Subject to Section 7.6(2), the representations, warranties, covenants and other obligations of each of the Vendors contained in this Agreement survive Closing and continue for the benefit of the Purchaser notwithstanding the Closing, any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser as follows:
(a) the representations and warranties set out in Sections 5.1(1), 5.1(2), 5.1(3), 5.1(4), 5.1(5), 5.1(6), 5.1(7) and 5.1(10) (collectively, the "Vendor-Specific Fundamental Representations") and in Sections 5.2(1), 5.2(2), 5.2(3), 5.2(4), 5.2(5), 5.2(8), 5.2(10) and 5.2(44) (collectively, the "Vendors' Target Entity Fundamental Representations") survive Closing and continue in full force and effect without limitation of time;
(b) the representations and warranties set out in Sections 5.1(9), 5.2(9), 5.2(34), and 5.2(39)(c) (collectively, the "Tax Representations") survive Closing, and in respect of any particular Tax issue to which they relate for a particular period, shall continue in full force and effect until the 90th day following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Tax legislation in respect of that Tax issue and any taxation year to which those particular representations and warranties relate for such particular period could be validly issued under that Tax legislation to the Target Entity; except to the extent the Target Entity after the Closing Date files any waiver or other document extending that period without consent of the Vendors, in which case the applicable period will be deemed for purposes of this Agreement to have ended on the date that it would have otherwise ended but for such extension; and
(c) the remainder of the representations and warranties set out in Sections 5.1 and 5.2 survive Closing and continue in full force and effect until the date that is 18 months after the Closing Date.
Survival of Representations, Warranties and Covenants of the Vendors. The representations, warranties, covenants and obligations of each Vendor in or under this Agreement (except for Sections 7.1, 7.3 and 10.2 hereof) and in or under any documents, instruments and agreements delivered pursuant to this Agreement, will survive the completion of the transactions contemplated hereby and will continue in full force and effect for a period of one year from the applicable Closing Date (except in the case of the liquidation, merger or consolidation of any Vendor (not including CMA CGM) pursuant to the terms of Section 7.4 hereof). At the end of such period, such representations, warranties, covenants and obligations will terminate and no claim may be brought by the Purchaser against any Vendor thereafter in respect of such representations, warranties, covenants and obligations, except for claims that have been asserted by the Purchaser prior to such termination. The covenants and obligations of each of the Vendors in or under Sections 7.1 and 10.2 will survive the completion of the transactions contemplated hereby and will terminate when the underlying Vessel Warranties or the rights or benefits under the Initial Asset Newbuilding MOA, the Memoranda of Agreement, the Ship Building Contract or the Purchase Option Charters, as the case may be, have contractually terminated or otherwise expired. At the end of such period, such covenants and obligations will terminate and no claim may be brought by the Purchaser against the Vendor thereafter in respect of such covenants and obligations, except for claims that have been asserted by the Purchaser prior to such termination. The covenants and obligations of each of the Vendors in or under Section 7.3, will survive the completion of the transactions contemplated hereby and will terminate once any Vessel with Existing Conditions or Recommendations is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class (as evidenced by the requisite classification certificates and national certificates). The Purchaser shall have no claim for a breach of any representation, warranty, covenant or obligation of the Vendor pursuant to this Agreement in respect of any matter that (i) was known to it at the relevant Date of Closing, irrespective of whether such matter was known to it as a result of searching, investigation or inquiries made by it (or on its behalf) or disclo...
Survival of Representations, Warranties and Covenants of the Vendors. (1) The representations and warranties of the Vendors contained in this Agreement and in any contract, agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement, shall survive Closing and shall continue for the benefit of the Purchaser for the applicable limitation period notwithstanding the Closing or any investigation made by or on behalf of the Purchaser, except that:
a) the representations and warranties set out in Sections 4.1(1), 4.1(2), 4.1(3), 4.1(4), 4.1(5), 4.1(9), 4.1(11) (insofar as it relates to the due incorporation and organization and the valid existence and corporate power of the Corporation) and 4.1
(12) shall survive and continue in full force and effect without limitation of time;
Survival of Representations, Warranties and Covenants of the Vendors. The representations, warranties and covenants of the Vendors contained in this Agreement or in any agreement, certificate 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 completion of the transactions contemplated by this Agreement, and, notwithstanding such completion or any investigation made by or on behalf of the Purchaser, shall (unless otherwise provided herein) continue in full force and effect for the benefit of the Purchaser, for a period of 24 months from the Closing Date, and any claim in respect thereof, except a claim based on fraud, shall be made in writing:
(a) with respect to matters other than tax matters within the period of 24 months from the Closing Date; and
(b) with respect to tax matters, within the period commencing on the Closing Date and ending on the date on which the last applicable limitation period under any applicable income tax or other legislation expires with respect to any taxation year which is relevant in determining any liability under this Agreement with respect to tax matters.
