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 8.1, 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 7.1, as the case may be, except that the agreements set forth in Article I and Section 5.7 shall survive the Effective Time indefinitely and those set forth in Section 7.3 shall survive such termination indefinitely. The Confidentiality Letter shall survive termination of this Agreement as provided therein.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (Autonomous Technologies Corp), Agreement and Plan of Merger (Registry Inc)

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Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 8.19.1, 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 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 7.18.1, as the case may be, except that the agreements set forth in Article I II and Section 5.7 6.3 shall survive the Effective Time indefinitely and those the agreements and liabilities set forth or otherwise described in Section 7.3 8.2 or Section 8.3 shall survive such termination indefinitely. The Confidentiality Letter Agreement shall survive termination of this Agreement as provided therein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ravenswood Winery Inc), Agreement and Plan of Merger (Canandaigua B V)

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