Investigation; Survival of Representations and Warranties Sample Clauses

Investigation; Survival of Representations and Warranties. The respective representations and warranties of Parent and the Company contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time, except that the agreements set forth in Articles I and II and Sections 5.7(b), 5.8, 5.9, 5.15, 5.18, 5.19, 5.20, 5.21 and this Article VIII shall survive the Effective Time.
AutoNDA by SimpleDocs
Investigation; Survival of Representations and Warranties. The respective representations and warranties of the Parent and the Company contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto. Each and every representation and warranty contained herein shall be deemed to be conditions to the Merger and shall not survive the Merger. This Section 9.3 shall have no effect upon any other obligation of the parties hereto, whether to be performed before or after the Closing.
Investigation; Survival of Representations and Warranties. The respective representations and warranties of the parties contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto. Each and every such representation and warranty shall survive the closing of the transactions contemplated hereby.
Investigation; Survival of Representations and Warranties. The respective representations and warranties of Parent and the Company contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto. Each and every representation and warranty contained herein shall be deemed to be conditions to the Merger and shall not survive the Merger. This Section 8.3 shall have no effect upon any other obligation of the parties hereto, whether to be performed before or after the Closing. Parent acknowledges and agrees that (i) other than the representations and warranties of the Company and its Subsidiaries specifically contained in this Agreement, including for this purpose the Disclosure Schedule and other matters referred to in this Agreement or the Disclosure Schedule, there are no representations or warranties of the Company or its Subsidiaries either expressed or implied with respect to the Company, its Subsidiaries or their respective assets, liabilities and businesses, and (ii) other than as incorporated, referred to or repeated in the representations and warranties of the Company made in this Agreement or in the Disclosure Schedule, it shall have no claim or right to indemnification with respect to any information (whether written or oral), documents or material furnished by the Company, its Subsidiaries or any of their respective officers, directors, employees, agents or advisors to Parent, including any information, documents or material made available to Parent in certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement
Investigation; Survival of Representations and Warranties. The respective representations and warranties of FSQ and Five Star contained in this Agreement or in any Schedule, certificate, or other document delivered by any Party prior to Closing shall not be deemed waived or otherwise affected by any investigation made by a Party. Except for the obligations of the shareholders of FSQ under the Indemnification Agreement and as provided in SECTION 8.2, the respective representations and warranties, covenants and agreements of Five Star and FSQ contained in this Agreement shall expire with and be terminated by the Merger.
Investigation; Survival of Representations and Warranties. The respective representations and warranties of CorVu and MNAC contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto. The representations and warranties set forth in Articles 3 and 4 and in any certificate delivered pursuant hereto shall terminate at the Effective Time.
Investigation; Survival of Representations and Warranties. The respective representations and warranties of Apollo and Dental contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto. The representations and warranties set forth in Articles 3 and 4 and in any certificate delivered pursuant thereto shall terminate at the Effective Time.
AutoNDA by SimpleDocs
Investigation; Survival of Representations and Warranties. The respective representations and warranties of Parent and the Company contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time, except that the agreements set forth in Articles I and II and Articles VI and VII shall survive the Effective Time.
Investigation; Survival of Representations and Warranties. The respective representations and warranties of Parent and Merger Subsidiary on the one hand and the Company on the other hand contained herein or in any certificates or other documents delivered prior to or at the Closing will not be deemed waived or otherwise affected by any investigation made by any party hereto. The representations and warranties contained herein will be deemed to be conditions to the Merger and will not survive the Merger. This Section 8.3 will have no effect upon any other obligation of the parties hereto, whether to be performed before or after the Closing.
Investigation; Survival of Representations and Warranties. The respective representations and warranties of the parties contained herein or in any certificates or other documents delivered prior to or at the Effective Time shall not be deemed waived or otherwise affected by any investigation made by any party hereto. Each and every such representation and warranty shall expire with, and be terminated and extinguished by, the Exchange or the termination of this Agreement; and thereafter neither the Corporation nor AASI nor any officer, director or employee thereof shall be under any liability whatsoever with respect to any such representation or warranty. This Section 9.1 shall have no effect upon any other obligation of the parties hereto, whether to be performed before or after the Closing.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!