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:
(i) Section 3.11, Section 3.12 and Section 3.21 until sixty (60) days after the applicable statute of limitations, as the same may be extended from time to time, has terminated;
(ii) Section 3.23, until the sixth anniversary date of this Agreement; and
(iii) all other Sections, until VIALOG (or its successor) files an annual report pursuant to the requirements of the Securities Exchange Act of 1934, as amended, as prescribed thereunder on Form 10-K covering at least two full fiscal years of operations by VIALOG, but in no event more than thirty months after the Public Offering Closing Date (the "Second Annual Filing Date").
(b) Except as set forth in Section 8.2, and except for the representations, warranties, covenants and agreements contained in Article 3, Article 4 and Article 5, the representations, warranties, covenants and agreements of each Party will survive and remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other Party, any Person controlling any such Party or any of their respective Representatives whether prior to or after the execution and consummation of this Agreement.
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 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. (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 Asset Purchase Closing and remain operative and in full force and effect as follows:
(i) Section 3.11 and Section 3.12 until sixty (60) days after the applicable statute of limitations, as the same may be extended from time to time, has terminated; and
(ii) all other Sections, until January 31, 1999.
(b) Except as set forth in Section 8.2, and except for the representations, warranties, covenants and agreements contained in Article 3, Article 4 and Article 5, the representations, warranties, covenants and agreements of each Party will survive and remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other Party, any Person controlling any such Party or any of their respective Representatives whether prior to or after the execution and consummation of this Agreement.
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:
(i) the representations, warranties, covenants and agreements set forth in Sections 3.1, 3.3, 3.12, 3.14, 3.15, 4.1, 5.1, 5.2, 5.3 and 6.4 and all claims in respect of any breach thereof shall survive the Merger, the Initial Closing and the Subsequent Closing and be in full force and effect until ninety (90) days following the expiration of the applicable statute of limitations, including extensions thereof;
(ii) the representations, warranties, covenants and agreements set forth in Section 3.20 and all claims in respect of any breach thereof shall survive the Merger, the Initial Closing and the Subsequent Closing and be in full force and effect for a period of five (5) years from and after the date of the Subsequent Closing;
(iii) the representations, warranties, covenants and agreements set forth in Article 3 and Article 4 and Article 5 hereof not described in clauses (i) and (ii) above and all claims in respect of any breach thereof shall survive the Initial Closing and the Subsequent Closing and be in full force and effect for a period of eighteen (18) months from and after the date of the Initial Closing (with respect to those made by the sellers of the Initial Common Shares) or the Subsequent Closing (with respect to those made by all other Shareholders and the Company); and
(iv) claims in respect of any breach of any representations, warranties, covenants and agreements arising from fraud or willful misconduct shall survive the Merger, the Initial Closing and the Subsequent Closing and be 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. (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:
(i) Section 3.11, Section 3.12, Section 3.21, Section 3.23 and Section 4.4 until sixty (60) days after the applicable statute of limitations, as the same may be extended from time to time, has terminated; and
(ii) all other Sections, until the greater of eighteen months or 90 days after the end of the second fiscal year of VIALOG following the Closing Date.
(b) Except as set forth in Section 8.2, as limited by Section 11.1(a) hereof, the representations, warranties, covenants and agreements of each Party will survive and remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other Party, any Person Controlling any such Party or any of their respective Representatives whether such investigation was 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. (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:
(i) Section 3.11 and Section 3.12 until sixty (60) days after the applicable statute of limitations, as the same may be extended from time to time, has terminated; and
(ii) all other Sections, until January 31, 1999.
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:
(i) Section 3.11, Section 3.12, Section 3.21, Section 3.23, Section 3.25, Section 5.7 and Section 5.9 until sixty (60) days after the applicable statute of limitations, as the same may be extended from time to time, has terminated and Section 3.1 until expiration of the last time period set forth in this Section 11.1(a)(i);
(ii) Section 3.15, Section 4.2, Section 5.1, Section 5.2 and Section 5.3 for six years following the Merger Closing; and
(iii) all other Sections, one year following the Merger Closing.
(b) Except as set forth in Section 8.2 and as limited by Section 11.1(a) hereof, the representations, warranties, covenants and agreements of each Party will survive and remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other Party, any Person Controlling any such Party or any of their respective Representatives whether such investigation was prior to or after the execution and consummation of this Agreement.
