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 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. Any disclosure made with reference to one or more sections of the Individual Disclosure Schedule or the Desktop Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided such relevance is reasonably apparent. 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 Sections 5.05, 5.06, 5.09, 5.19 and 5.22 shall survive the Effective Time indefinitely and those set forth in Sections 5.03 and 7.03 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 4 contracts

Samples: Merger Agreement (Desktop Data Inc), Merger Agreement (Desktop Data Inc), Merger Agreement (Individual Inc)

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Effectiveness of Representations, Warranties and Agreements. Except as otherwise provided in this Section 8.0110.01, 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. Any disclosure made with reference to one or more sections of the Individual Disclosure Schedule or the Desktop Company Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided such relevance is reasonably apparent. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.019.01, as the case may be, except that the agreements set forth in Article III, Sections 5.057.05, 5.067.06, 5.097.09, 5.19 9.03, 9.04 and 5.22 Article X shall survive the Effective Time indefinitely and those set forth in Sections 5.03 7.09, 9.02, 9.03, 9.04, 9.05 and 7.03 Article X shall survive termination indefinitely. The Confidentiality Agreement shall remain in full force and effect and shall survive termination of this Agreement as provided thereinAgreement.

Appears in 2 contracts

Samples: Merger Agreement (Workgroup Technology Corp), Merger Agreement (Softech Inc)

Effectiveness of Representations, Warranties and Agreements. 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. Any disclosure made with reference to one or more sections of the Individual Company Disclosure Schedule or the Desktop Parent Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided such relevance is reasonably apparent. 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 Sections 5.05, 5.06, 5.09, 5.19 5.08 and 5.22 5.09 shall survive the Effective Time indefinitely and those set forth in Sections 5.03 and 7.03 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: Merger Agreement (Teradyne Inc)

Effectiveness of Representations, Warranties and Agreements. Except as otherwise provided in this Section 8.0110.01, 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. Any disclosure made with reference to one or more sections of the Individual Pentose Disclosure Schedule or the Desktop Vitex Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided such relevance is reasonably apparent. 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 Sections 5.05, 5.06, 5.095.07, 5.08, 5.10, 5.11, 5.17 and 5.19 and 5.22 shall survive the Effective Time indefinitely and those set forth in Sections 5.03 and 7.03 Section 8.03 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: Merger Agreement (V I Technologies Inc)

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Effectiveness of Representations, Warranties and Agreements. 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. Any disclosure made with reference to one or more sections of the Individual Company 33 38 Disclosure Schedule or the Desktop Parent Disclosure Schedule shall be deemed disclosed with respect to each other section therein as to which such disclosure is relevant provided such relevance is reasonably apparent. 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 Sections 5.05, 5.06, 5.09, 5.19 5.08 and 5.22 5.09 shall survive the Effective Time indefinitely and those set forth in Sections 5.03 and 7.03 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: Merger Agreement (Megatest Corp)

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