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

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b), 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II and IX, and Section 6.3 shall survive the Effective Time and those set forth in Sections 6.1(a), 8.2 and 8.5, and Article IX shall survive termination.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Delaware Otsego Corp), Merger Agreement (Norfolk Southern Corp), Merger Agreement (Delaware Otsego Corp)

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Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b9.01(b), 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II and IX, IX and Section 6.3 6.05 shall survive the Effective Time and those set forth in Sections 6.1(a), 8.2 8.02 and 8.5, 8.05 and Article IX shall survive termination.

Appears in 3 contracts

Samples: Merger Agreement (Buckley Evan R), Merger Agreement (BNMC Acquisition Co), Merger Agreement (BNC Mortgage Inc)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b10.01(b), 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIIIIX, except that the agreements set forth in Articles III, II III and IX, X and Section 6.3 7.05 shall survive the Effective Time and those set forth in the last sentence of Section 7.01 and Sections 6.1(a), 8.2 9.02 and 8.5, 9.05 and Article IX X shall survive termination.

Appears in 2 contracts

Samples: Merger Agreement (Hudson General Corp), Merger Agreement (GLGR Acquisition Corp)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b11.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time Date or upon the termination of this Agreement pursuant to Article VIII10, except that the agreements set forth in Articles I1, II 2, 3 and IX, and Section 6.3 4 shall survive the Effective Time Date and those set forth in Sections 6.1(a7.4, 7.5, 7.6 (to the extent provided therein), 8.2 and 8.510.2, 10.5 and Article IX 11 hereof shall survive termination.

Appears in 2 contracts

Samples: Merger Agreement (Ophidian Pharmaceuticals Inc), Merger Agreement (Ophidian Pharmaceuticals Inc)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b)9.01(b) of this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, 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 respective officers officers, directors, representatives or directorsagents, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, I and II and IXV and Sections 3.23, 6.02, 6.04 and Section 6.3 6.07 shall survive the Effective Time and those set forth in Sections 6.1(a5.05(d), 8.2 8.02 and 8.5, 8.05 and Article IX hereof shall survive termination.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (4health Inc), Agreement and Plan of Merger (4health Inc)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b)Subsection 10.1(b) of this Agreement, ------------------ the representations, warranties and agreements of each party hereto shall will remain operative and in full force and effect, 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 respective officers or officers, directors, representatives or agents whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall will terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIIIIX hereof, except that the agreements ---------- set forth in Articles I, II and IXIII and Sections 7.7, 7.8, 7.11 and Section 6.3 shall 7.13 ----------- --- ------------ --- ---- ---- hereof will survive the Effective Time and those set forth in Sections 6.1(a), 8.2 7.5 -------- --- and 8.5, 9.2 and Article IX shall X hereof will survive termination.. --- ---------

Appears in 1 contract

Samples: Merger Agreement (Benchmarq Microelectronics Inc)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b9.01(b), 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article ARTICLE VIII, except that the agreements set forth in Articles I, II and IX, IX and Section 6.3 Sections 5.04 and 8.05 shall survive the Effective Time and those set forth in Sections 6.1(a)5.02, 8.2 8.02 and 8.5, 8.05 and Article ARTICLE IX shall survive termination.

Appears in 1 contract

Samples: Merger Agreement (Stratford American Corp)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b)9.01(b) of this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, 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 respective officers officers, directors, representatives or directorsagents, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, I and II and IXSections 5.07, 6.05, 6.06, 6.07 and Section 6.3 6.08 shall survive the Effective Time and those set forth in Sections 6.1(a5.05(d), 8.2 8.02 and 8.5, 8.05 and Article IX hereof shall survive termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pease Oil & Gas Co /Co/)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b9.01(b), 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II and IX, IX and Section 6.3 6.05 shall survive the Effective Time and those set forth in the last sentence of Section 6.01 and Sections 6.1(a), 8.2 8.02 and 8.5, 8.05 and Article IX shall survive termination.

Appears in 1 contract

Samples: Merger Agreement (Langner Jay B)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b9.01(b), 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II and IX, IX and Section 6.3 6.05 shall survive the Effective Time and those set forth in the last sentence of Section 6.01(a) and Sections 6.1(a), 8.2 8.02 and 8.5, 8.05 and Article IX shall survive termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bet Holdings Inc)

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Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II Article I and IXII, and Section 6.3 Sections 5.5, 6.7, 6.10 and 6.13 shall survive the Effective Time and those set forth in Sections 6.1(a)5.7, 8.2 and 8.58.2, 8.5 and Article IX shall survive terminationthe termination of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Bayard Drilling Technologies Inc)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b8.01(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, 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 respective officers officers, directors, representatives or directorsagents, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIIIVII, except that the agreements set forth in Articles I, II and IX, and Section 6.3 VIII shall survive the Effective Time and those set forth in Sections 6.1(a), 8.2 7.02 and 8.5, 7.05 and Article IX VIII shall survive termination. Nothing herein shall be construed to cause the Confidentiality Agreements to terminate upon the termination of this Agreement pursuant to Article VII.

Appears in 1 contract

Samples: Merger Agreement (Fresh America Corp)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b)9.01(b) of this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, 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 respective officers officers, directors, representatives or directorsagents, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, I and II and IXSections 5.03(c), 6.04, 6.07 and Section 6.3 6.09 shall survive the Effective Time and those set forth in Sections 6.1(a5.04(d), 8.2 8.02 and 8.5, 8.05 and Article IX hereof shall survive termination.

Appears in 1 contract

Samples: Merger Agreement (Pease Oil & Gas Co /Co/)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II Article I and IXII, and Section 6.3 Sections 6.4(a), 6.7, 6.8, 6.10, 6.13 and 6.16 shall survive the Effective Time and those set forth in Sections 6.1(a)5.6, 8.2 and 8.58.2, 8.5 and Article IX shall survive terminationthe termination of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Nabors Industries Inc)

Effectiveness of Representations, Warranties and Agreements. (a) Except as set forth in Section 9.1(b10.01(b), 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 respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIIIIX, except that the agreements set forth in Articles III, II III and IX, X and Section 6.3 Sections 6.03 and 9.05 shall survive the Effective Time and those set forth in Sections 6.1(a)6.02, 8.2 6.03, 9.02 and 8.5, 9.05 and Article IX X shall survive termination.

Appears in 1 contract

Samples: Merger Agreement (Ugly Duckling Corp)

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