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

Effectiveness of Representations, Warranties and Agreements. Except as otherwise provided in this Section 9.01, 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 8.01, as the case may be, except that the agreements set forth in Section 6.08 shall survive the Effective Time indefinitely and those set forth in Section 8.03 shall survive termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement as provided therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cray Research Inc)

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Effectiveness of Representations, Warranties and Agreements. Except as otherwise provided in this Section 9.01Agreement, 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 Except as provided elsewhere in this Agreement, the representations, warranties and agreements in this Agreement shall terminate at the Effective Effective, Time or upon the termination of this Agreement pursuant to Section 8.017.1, as the case may be, except that the agreements set forth in Section 6.08 Sections2.8, 2.28, 3.12, 8.2, 8.6 shall survive the Effective Time indefinitely and those set forth in Section 8.03 7.3 shall survive termination indefinitely. The Confidentiality Agreement shall remain in full force and effect and shall survive termination of this Agreement as provided therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proteonomix, Inc.)

Effectiveness of Representations, Warranties and Agreements. Except as otherwise provided in this Section 9.0110.01, 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 8.019.01, as the case may be, except that the agreements set forth in Section 6.08 Article III, Sections 7.04, 7.05, 7.08, 9.03, 9.04 and Article X shall survive the Effective Time indefinitely and those set forth in Section 8.03 Sections 7.08, 9.02, 9.03, 9.04, 9.05 and Article X shall survive termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement as provided thereinAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Copley Pharmaceutical Inc)

Effectiveness of Representations, Warranties and Agreements. Except as otherwise provided in this Section 9.01, 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 8.01, as the case may be, except that the agreements set forth in Section 6.08 shall survive the Effective Time indefinitely and those set forth in Section 8.03 shall survive termination indefinitely. The Confidentiality Agreement shall survive termination of this Agreement as provided therein. SECTION 9.02.

Appears in 1 contract

Samples: Execution Copy Agreement (Silicon Graphics Inc /Ca/)

Effectiveness of Representations, Warranties and Agreements. Except as otherwise provided in this Section 9.0113.1, 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 Date or upon the termination of this Agreement pursuant to Section 8.0112.1, as the case may be, except that the agreements set forth in Section 6.08 Sections 5.10, 5.12, 5.23 and 5.25 shall survive the Effective Time Date indefinitely and those set forth in Section 8.03 Sections 5.8, 10.2 and 12.3 shall survive termination indefinitely. The Confidentiality Confidentiality/Standstill Agreement shall survive termination of this Agreement as provided therein.

Appears in 1 contract

Samples: Combination Agreement (Checkmate Electronics Inc)

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Effectiveness of Representations, Warranties and Agreements. (a) Except as otherwise provided in this Section 9.018.01, 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 8.017.01, as the case may be, except that the agreements set forth in Section 6.08 Article I and this Article VIII 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 Section 8.03 Sections 7.02 and 7.03 and this Article VIII shall survive the termination indefinitelyof this Agreement. The Confidentiality Agreement Letters shall survive termination of this Agreement as provided thereinAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)

Effectiveness of Representations, Warranties and Agreements. 9.1.1 Except as otherwise provided set forth in this Section 9.019.1,2, 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 officers or directors, whether prior to or after the execution of this Agreement. 9.1.2 The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.01, as the case may be, Article 8 hereof; except that the agreements set forth in Articles 1, 2 and 9 and Section 6.08 6.3 hereof shall survive the Effective Time indefinitely and those set forth in Section 8.03 8.2 and Article 9 hereof shall survive termination indefinitelytermination. The Confidentiality Agreement shall survive termination of this Agreement as provided therein.I-25

Appears in 1 contract

Samples: T) Agreement and Plan of Merger (WMS Industries Inc /De/)

Effectiveness of Representations, Warranties and Agreements. (a) Except as otherwise provided in this Section 9.018.01, 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 8.017.01, as the case may be, except that the agreements set forth in Section 6.08 Article I and Sections 5.05 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 Section 8.03 7.03 shall survive termination indefinitely. The Confidentiality Agreement Letter shall survive termination of this Agreement as provided thereinAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Byowc Partners LLC)

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