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 9.1, 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 8.1, as the case may be, except that (i) if the Merger is consummated the agreements set forth in Article II shall survive the Effective Time indefinitely, (ii) the agreements in Section 6.4 shall survive in accordance with their respective terms and (iii) the agreements set forth in Section 8.3 shall survive termination indefinitely. The Confidentiality 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 only with respect to such section.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 9.1, 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 8.17.1, as the case may be, except that (i) if the Merger is consummated the agreements set forth in Article II I shall survive the Effective Time indefinitely, and (ii) the agreements in Section 6.4 shall survive in accordance with their respective terms and (iii) the agreements set forth in Section 8.3 7.3 shall survive termination indefinitely. The Confidentiality Letter of Intent 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 only with respect to such section.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 9.18.1, 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 8.17.1, as the case may be, except that (i) if the Merger is consummated the agreements set forth in Article II I shall survive the Effective Time indefinitely, (ii) the agreements in Section 6.4 Sections 4.9, 4.12 and 4.13 shall survive in accordance with their respective terms and (iii) the agreements set forth in Section 8.3 7.3 shall survive termination indefinitely. The Confidentiality 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 only with respect to such section.

Effectiveness of Representations, Warranties and Agreements; Knowledge, Etc. (a) Except as otherwise provided in this Section 9.18.01, 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 8.17.01(a) through (g), as the case may be, except that (i) if the Merger is consummated the agreements set forth in Article II I, Section 5.07(b) and Section 5.11 shall survive the Effective Time indefinitely, (ii) indefinitely and the agreements and liabilities set forth or otherwise described in Section 6.4 shall survive in accordance with their respective terms and (iii) the agreements set forth in Section 8.3 7.03 shall survive termination indefinitely. The Confidentiality Letter Agreement 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 sectiondisclosure is relevant provided that such relevance is reasonably apparent.