Survival of Vendor’s Representations and Warranties. The covenants, representations and warranties of each of the Vendors contained in Section 3.1 shall survive the Closing Date for a period of one year, except in the case of the representations and warranties made in Section 3.1(1)(b), which shall survive indefinitely.
Survival of Vendor’s Representations and Warranties. The representations and warranties of the Vendors contained in this Agreement or any document or certificate given pursuant to this Agreement shall survive the Closing for the benefit of the Purchaser as follows:
(a) as to the representations and warranties contained in Sections 4.1, 4.2, 4.3 and 4.9 (the " Fundamental Representations"), indefinitely;
(b) as to Tax matters, until 90 days after the expiration of all periods allowed for objecting to and appealing the determination of any proceedings relating to any assessment or reassessment of the Purchaser, the Company or the Vendors, as the case may be, by any Governmental Authority in respect of any taxation period ending on or prior to the Closing or in which the Closing occurs unless a bona fide notice of a Claim shall have been made in writing before the expiry of that period, 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 that Claim; and
(c) as to all other matters, for a period of one (1) year, unless a bona fide notice of a Claim shall have been given in writing before the expiry of that period, 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 that Claim.
Survival of Vendor’s Representations and Warranties. The representations and warranties contained in paragraph shall survive the Closing Date and shall continue in full force and effect for the benefit of the Purchaser after the Closing Date notwithstanding any independent inquiry or investigation by the Purchaser or the waiver by the Purchaser of any conditions.
Survival of Vendor’s Representations and Warranties. The representations and warranties of the Vendor set forth herein shall survive the completion of the sale and purchase herein provided and, notwithstanding such completion, shall continue in full force and effect for the benefit of the Purchaser for a period of twenty-four (24) months from the Closing Date.
Survival of Vendor’s Representations and Warranties. The representations and warranties of the Vendor contained in this Agreement shall survive the Closing for the benefit of the Purchaser:
(a) with respect to the warranties and representations contained in Sections 3.1.1(d) [Ownership of Purchased Shares], 3.1.2(d) [Capitalization], and 3.1.2
(g) [Liabilities], indefinitely;
Survival of Vendor’s Representations and Warranties. The Vendor's representations and warranties contained in this Agreement shall survive the closing of the purchase and sale of the Purchase Shares provided for 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 following such closing.
Survival of Vendor’s Representations and Warranties. (a) The representations and warranties made by the Vendor and contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby will survive the Closing and, despite such Closing or any investigation made by or on behalf of the Purchaser or any other person or any knowledge of the Purchaser or any other person, will continue in full force and effect for the benefit of the Purchaser, subject to the following:
i. any Claim which is based on the representations and warranties as to title to the Subject Shares or which is based on intentional misrepresentation or fraud by the Vendor may be brought by the Purchaser at any time prior to the expiration of applicable statutory time limits;
ii. all representations pertaining to tax matters shall terminate on the date which is ninety (90) calendar days after the expiration of the Tax Reassessment Period for the Company; and
iii. any Claim other than as described in paragraphs (i) and (ii) above may only be made or brought by the Purchaser at any time within twelve (12) months following the Closing Date.
(b) If no Claim is made under this Agreement against the Vendor for any incorrectness in or breach of any representation or warranty made in this Agreement prior to the expiry of the survival periods prescribed in subsection (a) above, the Vendor will have no further liability under this Agreement with respect to such representation or warranty.
Survival of Vendor’s Representations and Warranties. The representations and warranties contained in Section 5.1 shall survive the Closing Date and shall continue in full force and effect for the benefit of the Purchaser after the Closing Date for a period of one (1) year.
Survival of Vendor’s Representations and Warranties. The representations and warranties of the Vendor contained in this Agreement or in any document or certificate given pursuant to this Agreement shall survive the Closing for the benefit of the Purchaser as follows:
(a) as to the representations and warranties contained in section 4.1(d), indefinitely; and
(b) as to all other matters, for a period of one year, unless a bona fide notice of a claim shall have been given in writing before the expiry of that period, 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 that claim.
Survival of Vendor’s Representations and Warranties. The representations and warranties made by the Vendor herein shall survive for a period of six years from the date of purchase of the Holdco Shares by the Offeror; provided, however, that any representations and warranties with respect to tax matters shall survive as to such tax matters until the last applicable limitation period under applicable tax laws (or, in the event of a reassessment, the settlement or resolution of all matters relating thereto). No investigations made by or on behalf of the Offeror or any of its authorized agents at any time shall have the effect of waiving, diminishing the scope or otherwise affecting any representation, warranty or covenant made by the Vendor herein or pursuant hereto.
