Effectiveness of Representations; etc. (a) Regardless of any investigation made by or on behalf of any other party hereto, any Person controlling such party or any of their respective Representatives whether prior to or after the execution and consummation of this Agreement, the representations, warranties, covenants and agreements contained in Article 3, Article 4 and Article 5 will survive the Merger and remain operative and in full force and effect as follows:
Effectiveness of Representations; etc. Regardless of any investigation made by or on behalf of any other Party hereto, any Person controlling such Party or any of their respective Representatives whether prior to or after the execution and consummation of this Agreement:
Effectiveness of Representations; etc. Except as set forth in Section 6.1(D), regardless of any investigation made by or on behalf of any other party hereto, any Person controlling such party or any of their respective Representatives whether prior to or after the execution and consummation of this Agreement, the representations, warranties, covenants and agreements set forth in Article 3 and Article 4 and Article 5 hereof shall survive the Acquisition Merger and remain operative and in full force and effect until the date that is twelve months after the Closing Date, except for (i) those representations and warranties set forth in Sections 3.20 which shall remain operative and in full force and effect until the date that is three (3) years after the Closing Date, (ii) those representations and warranties set forth in Sections 3.3, 3.14 and 3.15, which shall remain operative and in full force and effect until the expiration of the applicable statute of limitations after the Closing Date, and (iii) those representations and warranties set forth in Sections 5.1, 5.2, 5.3 and 5.5 which shall remain operative and in full force and effect indefinitely.
Effectiveness of Representations; etc. 54 SECTION 11.2 Notices..................................................... 55 SECTION 11.3 Headings.................................................... 56 SECTION 11.4 Severability................................................ 56 SECTION 11.5 Entire Agreement............................................ 56 SECTION 11.6 Assignment.................................................. 56 SECTION 11.7 Parties in Interest......................................... 57 SECTION 11.8 Governing Law............................................... 57 SECTION 11.9 Enforcement of the Agreement................................ 57 SECTION 11.10 Counterparts................................................ 57 SECTION 11.11 Disclosure Letter and Supplements........................... 57 ARTICLE 12 DEFINITIONS......................................................... 58 AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION dated as of December 19, 1998 among VIALOG Corporation, a Massachusetts corporation ("VIALOG"), Better Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of VIALOG ("VIALOG Merger Subsidiary"), A BETTER CONFERENCE, INC., a California corporation (the "Company"), and XXXXXXXX X. XXXXXXXX, XXXX XXXXXXXX and XXXXXXX XXXXXXXX (the "Principal Stockholders"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Article 12 hereof.
Effectiveness of Representations; etc. Regardless of any investigation made by or on behalf of any other Party hereto, any Person controlling such Party or any of their respective Representatives whether prior to or after the execution and consummation of this Agreement, the representations and warranties set forth in Article 4 and Article 5 hereof shall survive the Acquisition Merger and remain operative and in full force and effect until the date that is two (2) years after the Closing Date, except for those representations and warranties set forth in Section 4.1 and Section 5.1 which shall remain operative and in full force and effect indefinitely.
Effectiveness of Representations; etc. Regardless of any investigation made by or on behalf of any other Party hereto, any Person controlling such Party or any of their respective Representatives whether prior to or after the execution and consummation of this Agreement, the representations, warranties, covenants and agreements set forth in Article 3 and Article 4 and Article 5 hereof shall survive the Merger and remain operative and in full force and effect for a period of two (2) years following the Closing Date (the "First Survival Period"), except that the provisions of Section 3.3(b)(ii) shall survive for a period of six (6) years following the Closing Date (the "Second Survival Period").
