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 this Section 8.1 shall survive independently; those set forth in Article I and in Section 5.5 shall survive the Effective Time 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 7.3 shall survive such termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement as provided therein. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company Disclosure Schedule or the Parent Disclosure Schedule, any information disclosed in one section of this Agreement, the Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be disclosed with respect to this Agreement, and all sections of the Company Disclosure Schedule or the Parent Disclosure Schedule, as the case may be, into which they are specifically incorporated by reference.

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 this Article II and Section 8.1 shall survive independently; those set forth in Article I and in Section 5.5 6.3 shall survive the Effective Time indefinitely; those indefinitely and the agreements and liabilities set forth or otherwise described in Section 5.10 8.2 or Section 8.3 shall survive such termination for so long as the Shareholder Agreement is in full force and effect; and those set forth in Section 7.3 shall survive such termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement as provided therein. (b) Notwithstanding anything Any disclosure made with reference to one or more Sections of the contrary contained in this Agreement, the Company Company's Disclosure Schedule Letter or the Parent Disclosure Schedule, any information disclosed in one section of this Agreement, the Company Disclosure Schedule or the Parent Disclosure Schedule Letter shall be deemed to be disclosed with respect to this Agreementeach other section therein as to which such disclosure is relevant provided that such relevance is reasonably apparent; provided, that the Company, with respect to the Company's Disclosure Letter, and all sections of the Company Disclosure Schedule or Parent, with respect to the Parent Disclosure ScheduleLetter, as shall exercise reasonable best efforts to cross reference the case may be, into which they are specifically incorporated by referencesections where a disclosure made in the applicable Disclosure Letter is applicable to more than one representation or warranty.