Common use of Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc Clause in Contracts

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.01, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article I, Section 5.07 and Section 5.11 shall survive the Effective Time indefinitely and those set forth in Section 7.03 shall survive termination indefinitely. The Confidentiality Letters shall survive termination of this Agreement as provided therein. (b) Any disclosure made with reference to one or more Sections of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided that such relevance is reasonably apparent.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.01, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article I, I and Article VIII and Section 5.07 and Section 5.11 5.16 shall survive the Effective Time indefinitely and those set forth in Section 7.03 shall survive termination indefinitely. The Confidentiality Letters Letter shall survive termination of this Agreement as provided therein. (b) Any disclosure made with reference to one or more Sections of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided that such relevance is reasonably apparent.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.01, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Article I, Section 5.07 I and Section 5.11 5.06 shall survive the Effective Time indefinitely and those set forth in Section 7.03 shall survive termination indefinitely. The Confidentiality Letters Letter shall survive termination of this Agreement as provided therein. (b) Any disclosure made with reference to one or more Sections of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided that such relevance is reasonably apparent.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.01, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.017.01(a) through (g), as the case may be, except that the agreements set forth in Article I, Section 5.07 5.07(b) and Section 5.11 shall survive the Effective Time indefinitely and those the agreements and liabilities set forth or otherwise described in Section 7.03 shall survive termination indefinitely. The Confidentiality Letters Agreement shall survive termination of this Agreement as provided therein. (b) . Any disclosure made with reference to one or more Sections of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided that such relevance is reasonably apparent.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.018.1, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article I, Section 5.07 I and Section 5.11 5.7 shall survive the Effective Time indefinitely and those set forth in Section 7.03 7.3 shall survive such termination indefinitely. The Confidentiality Letters Letter shall survive termination of this Agreement as provided therein. (b) Any disclosure made with reference to one or more Sections sections of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosed only with respect to each other section therein as to which such disclosure is relevant provided that such relevance is reasonably apparentsection.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.018.1, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in this Section 8.1 shall survive independently and Article II and Sections 5.7, Section 5.07 5.16 and Section 5.11 8.9 shall survive the Effective Time indefinitely and those set forth in Section 7.03 7.3 shall survive such termination indefinitely. The Confidentiality Letters shall survive termination of this Agreement as provided therein. . (b) Any disclosure made with reference to one or more Sections sections of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosed only with respect to each other section therein as to which such disclosure is relevant provided that such relevance is reasonably apparent.section. 32

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.018.1, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that the agreements set forth in Article I, Section 5.07 I and Section 5.11 5.7 shall survive the Effective Time indefinitely and those set forth in Section 7.03 7.3 shall survive such termination indefinitely. The Confidentiality Letters Letter shall survive termination of this Agreement as provided therein. (b) Any disclosure made with reference to one or more Sections sections of the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed disclosed only with respect to each other such section therein as to which unless it is reasonably apparent from a reading of such disclosure is relevant provided that it also applies to other sections in which case it shall also be deemed disclosed with respect to such relevance is reasonably apparentother sections. (c) Reference to a party's "knowledge" in this Agreement refers to the actual knowledge of the directors and officers of that party who are required to file reports under Section 16(a) of the Exchange Act.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.018.1, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that (i) if the Merger is consummated the agreements set forth in Article I, Section 5.07 and Section 5.11 I shall survive the Effective Time indefinitely indefinitely, (ii) the agreements in Sections 4.9, 4.12 and those 4.13 shall survive in accordance with their respective terms and (iii) the agreements set forth in Section 7.03 7.3 shall survive termination indefinitely. The Confidentiality Letters Letter shall survive termination of this Agreement as provided therein. (b) Any disclosure representation and warranty made with reference in this Agreement by the Company will be deemed for all purposes to one or more Sections of be qualified by the disclosures made in any Company Disclosure Schedule specifically referred to in such representation or warranty and by the Parent information disclosed in any other Company Disclosure Schedule shall be deemed disclosed with respect if the relevance of such information to each other section therein as to which such disclosure is relevant provided that such relevance representation and warranty is reasonably apparentapparent on its face.