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.

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.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.019.1, 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 7.018.1, 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 II shall survive the Effective Time indefinitely indefinitely, (ii) the agreements in Section 6.4 shall survive in accordance with their respective terms and those (iii) the agreements set forth in Section 7.03 8.3 shall survive termination indefinitely. The Confidentiality Letters Letter shall survive termination of this Agreement as provided therein.

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 and Section 5.11 shall survive the Effective Time indefinitely and those set forth in Section 7.03 7.3 shall survive termination indefinitelyindefinitely and nothing herein shall relieve any party from liability for willful or material breach of this Agreement. The Confidentiality Letters Letter shall survive termination of this Agreement as provided therein.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.0110.2, 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 the other party hereto, any person Person controlling any such party or any of their respective 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 beTime, except that the agreements set forth in Article ISections 6.4, Section 5.07 6.5, 6.6, 6.8, 6.12, 6.13, 6.14 and Section 5.11 8.4 shall survive the Effective Time indefinitely and those set forth in Section 7.03 shall survive termination indefinitelyTime. The Confidentiality Letters Confidentiality/Standstill Agreement shall survive termination of this Agreement as provided thereintherein provided.

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; those set forth in Article I, I and in Section 5.07 and Section 5.11 5.5 shall survive the Effective Time indefinitely indefinitely; those set forth in Section 5.10 shall survive such termination for so long as the Shareholder Agreement is in full force and effect; and those set forth in Section 7.03 7.3 shall survive such termination indefinitely. The Confidentiality Letters Agreement shall survive termination of this Agreement as provided therein.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.019.1, 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 on the Effective Time Escrow Termination Date 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, and those (ii) the agreements set forth in Section 7.03 7.3 shall survive termination indefinitely. The Confidentiality Letters Letter of Intent shall survive termination of this Agreement as provided therein.

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 5.05 and 5.13 shall survive the Effective Time indefinitely and those set forth in Section 7.02 and Section 7.03 shall survive termination indefinitely. The Confidentiality Letters Agreements shall survive termination of this Agreement as provided thereintherein provided. Section 8.02.

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.

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.

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.