Liability for Representations and Warranties. The representations and warranties contained in this Agreement and the certificates delivered pursuant to Section 8.1(a) and Section 8.2(a) continue in full force and effect for a period of one year after the relevant Closing Date, except that:
Liability for Representations and Warranties. (1) The representations and warranties contained in this Agreement, any Ancillary Agreement and the certificates to be delivered pursuant to Section 8.1(a) and Section 8.2(a) survive the Closing and continue in full force and effect without limitation of time.
Liability for Representations and Warranties. 37 Section 9.2 No Effect of Knowledge. 38 Section 9.3 Indemnification in Favour of the Purchaser. 38 Section 9.4 Indemnification in Favour of the Vendor. 39 Section 9.5 Limitations on Indemnification. 39 Section 9.6 Notification. 40 Section 9.7 Limitations Periods. 40 Section 9.8 Direct Claims. 41 Section 9.9 Procedure for Third Party Claims. 41 Section 9.10 Fraud and Other Remedies. 44 Section 9.11 Adjustment to Purchase Price. 44
Liability for Representations and Warranties. (1) The representations and warranties of CFCL contained in this Agreement and the certificate to be delivered pursuant to Section 6.2(1) shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, provided however that no termination of this Agreement will relieve CFCL from any liability arising out of CFCL’s willful or intentional breach of any of its representations or warranties prior to the termination of this Agreement.
Liability for Representations and Warranties. 47 Section 11.2 Indemnification in Favour of Target and Target Canada 48 Section 11.3 Indemnification in Favour of Zellers 48 Section 11.4 Bulk Sales and Retail Sales Tax Waiver 49 Section 11.5 Limitations 49 Section 11.6 Notification 50 Section 11.7 Limitation Periods 50 Section 11.8 Procedure for Direct Claims 50 Section 11.9 Procedure for Third Party Claims 51 Section 11.10 Remedies 52 Section 11.11 One Recovery 53 Section 11.12 Duty to Mitigate 53 Section 11.13 Adjustment to Purchase Price 53 TABLE OF CONTENTS (continued) Page ARTICLE 12 OTHER COVENANTS 54 Section 12.1 Guarantee by HBC 54 Section 12.2 Target Guarantee 55 Section 12.3 Further Assurances 55 ARTICLE 13 MISCELLANEOUS 56 Section 13.1 Notices 56 Section 13.2 Time of the Essence 57 Section 13.3 Brokers 57 Section 13.4 Announcements 58 Section 13.5 Third Party Beneficiaries 58 Section 13.6 Expenses 58 Section 13.7 Amendments 58 Section 13.8 Waiver 58 Section 13.9 Non-Merger 59 Section 13.10 Subdivision Laws 59 Section 13.11 Entire Agreement 59 Section 13.12 Successors and Assigns 60 Section 13.13 Severability 60 Section 13.14 Governing Law 60 Section 13.15 Counterparts 60 Section 13.16 Effect of Amendment and Restatement 60 TRANSACTION AGREEMENT Amended and Restated Transaction Agreement dated September 12, 2011 between Zellers Inc. (“Zellers”), Xxxxxx’x Bay Company (“HBC”), Target Corporation (“Target”), and Target Canada Co. RECITALS:
Liability for Representations and Warranties. Buyer acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Buyer. Buyer covenants that it will bring no action of any kind against such individuals, any shareholder, manager, officer partner or member of Seller, as applicable, or related to or arising out of these representations and warranties.
Liability for Representations and Warranties. (a) Except as set forth in Section 12.6(a) hereof, it is expressly agreed that Sellers shall have no liability to Purchaser or any other party in respect of any of the representations and warranties of Sellers in this Agreement. Until the release of the Closing documents to the parties from escrow pursuant to the Closing Escrow Agreement on the Effective Date, Purchaser's, Sellers' and IHS's sole remedy for any breach of Sellers', IHS's or Purchaser's representations and warranties hereunder shall be to terminate this Agreement, whereupon the parties hereto shall have no further obligations to each other in respect of this Agreement.
Liability for Representations and Warranties. The representations and warranties contained in this Agreement shall survive the Closing and continue in full force and effect for a period of two (2) years, provided that, notwithstanding the foregoing, there is no limitation as to time for claims against a Party based on fraudulent misrepresentations made, or wilful breach, by such Party.
Liability for Representations and Warranties. (a) The representations and warranties of the Company and the Shareholder contained in this Agreement and the certificates to be delivered pursuant to Section 7.02(c) will survive the Closing and continue in full force and effect for a period of 12 months after the Closing Date, except that any fraud by a party hereto in making a representation and warranty hereunder will survive and continue in full force and effect without limitation of time.
Liability for Representations and Warranties. The Administrative Agent takes no responsibility for the truth of any representations or warranties given or made herein or otherwise howsoever in connection with the loan facility or for the validity, effectiveness, adequacy, enforceability or admissibility in evidence of this Loan Agreement, and neither the Administrative Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted to be taken by the Administrative Agent or any such individuals except that the Administrative Agent or such individuals may be liable for their own gross negligence or willful misconduct. No Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with instructions of a Majority of the Lenders or in exercising its discretion as provided for herein.
