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

Effectiveness of Representations, Warranties and Agreements. (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 and Sections 5.06 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.

Effectiveness of Representations, Warranties and Agreements. (a)Except a) Except as otherwise provided in this Section 8.018.1, the representations, warranties warranties, covenants 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 officers, directors or directorsrepresentatives, 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 covenants and agreements set forth in Article I and Sections 5.06 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time Section 5.7 or 7.2 shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII Section 7.3 shall survive termination indefinitelysuch termination. The Confidentiality Agreement Letter shall survive termination of this Agreement in accordance with its termsas provided therein.

Effectiveness of Representations, Warranties and Agreements. (a)Except Except as otherwise provided in this Section 8.019.01, 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 7.018.01, as the case may be, except that the agreements set forth in Article I II and Sections 5.06 in Section 6.05 (Stock Options), 6.08 (Indemnification) and 5.08 6.12 (Listing and any other agreement in this Agreement which contemplates performance after the Effective Time Delisting) shall survive the Effective Time indefinitely consummation of the Merger and those set forth in Sections 7.02 Section 6.13 (Expenses), Section 8.02 (Effect of Termination) and 7.03 Section 8.03 (Fees and this Article VIII Expenses) shall survive termination indefinitelyof this Agreement. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its termsas provided therein.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 5.08(b) and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and Section 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement Letter shall survive termination of this Agreement in accordance with its termsAgreement.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 upon consummation of the Effective Time Transactions or upon the termination of this Agreement pursuant to Section 7.017.1, as the case may be, except that any agreement contemplated by this Agreement which, by its terms, does not terminate until a later date and the agreements set forth in Article I Sections 5.5, 5.6, 5.9, the ultimate paragraph of Section 5.17(b) and Sections 5.06 5.17(c), 5.18 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time 5.19 shall survive the Effective Time consummation of the Transactions indefinitely and those set forth in Sections 7.02 Section 7.3 and 7.03 and this Article VIII the final sentence of Section 5.3 shall survive termination indefinitely. The Confidentiality Agreement Agreement(s) shall survive termination of this Agreement in accordance with its terms.as provided therein. 8.2

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 5.08(b) and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and Section 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its termsAgreement.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 5.06, 5.08(b), 5.11, 5.12 and 5.08 5.17 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII shall survive termination indefinitely. The Parent Confidentiality Agreement and the Company Confidentiality Agreement shall survive termination of this Agreement in accordance with its their respective terms.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement Agreements shall survive termination of this Agreement in accordance with its their terms.

Effectiveness of Representations, Warranties and Agreements. (a)Except a) Except as otherwise provided in this Section 8.017.1, the representations, warranties warranties, covenants 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 officers, directors or directorsrepresentatives, whether prior to or after the execution of this Agreement. The representations, warranties warranties, covenants and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.016.1, as the case may be, except that the covenants and agreements set forth in Article I and Sections 5.06 4.11 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time 4.12 shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII Section 6.3 shall survive termination indefinitelysuch termination. The Confidentiality Agreement Letter shall survive termination of this Agreement in accordance with its termsas provided therein.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 and any other agreement in this Agreement which contemplates contemplate performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement and the last two sentences of Section 5.03 shall survive termination of this Agreement in accordance with its termsthe terms of the Confidentiality Agreement.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 7.02 and 5.03, 5.07, 5.08, 5.09, 5.16, 5.20, 7.02, 7.03 and this Article VIII shall survive termination indefinitelythe Effective Time and Sections 5.03 and 7.03 shall survive termination. The Confidentiality Agreement shall remain in full force and effect and shall survive the Effective Time or termination of this Agreement in accordance with its termsas provided therein.

Effectiveness of Representations, Warranties and Agreements. (a)Except 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 and Sections 5.06 and 5.08 5.05, 5.10, 5.13 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections Section 7.02 and Section 7.03 and this Article VIII shall survive termination indefinitely. The Confidentiality Agreement Letter shall survive termination of this Agreement in accordance with its terms.