Common use of No Survival of Representations and Warranties Clause in Contracts

No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.

Appears in 16 contracts

Samples: Merger Agreement (Galaxy Gaming, Inc.), Merger Agreement (Coupa Software Inc), Merger Agreement (Regal Rexnord Corp)

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No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 11.01 shall not limit Section 10.02, Section 10.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Becton Dickinson & Co), Merger Agreement (Resource America, Inc.), Merger Agreement (Geeknet, Inc)

No Survival of Representations and Warranties. None of the representations or representations, warranties covenants and agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement Agreement, shall survive the Effective TimeTime or, except as provided in Section 9.2, the termination of this Agreement pursuant to Section 9.1, as the case may be. This Section 8.01 10.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 9 contracts

Samples: Merger Agreement (IAC/InterActiveCorp), Merger Agreement (Meredith Corp), Agreement and Plan of Merger (Covanta Holding Corp)

No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the Effective Time. This Section 8.01 7.3 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies is to be performed in whole or in part after the Effective Time.

Appears in 6 contracts

Samples: Merger Agreement (RigNet, Inc.), Merger Agreement (Viasat Inc), Merger Agreement (Xilinx Inc)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement shall (a) survive termination of this Agreement in accordance with its terms and (b) terminate as of the Effective Time.

Appears in 6 contracts

Samples: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (Matson, Inc.), Merger Agreement (Forest Laboratories Inc)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 10.01 shall not limit Section 9.02, Section 9.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 5 contracts

Samples: Merger Agreement (Pointer Telocation LTD), Merger Agreement (Id Systems Inc), Merger Agreement (Polycom Inc)

No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the Effective Time. This Section 8.01 7.4 shall not limit any covenant or agreement contained in this Agreement to the extent that such covenant or in any document or instrument delivered pursuant to or in connection with this Agreement that agreement by its terms applies in whole or in part is to be performed after the Effective Time.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (EchoStar CORP), Agreement and Plan of Merger (DISH Network CORP), Merger Agreement (DISH Network CORP)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 11.1 shall not limit Section 10.2, Section 10.3 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (ProFrac Holding Corp.)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (Investors Heritage Capital Corp), Merger Agreement (Spectranetics Corp), Merger Agreement (RealD Inc.)

No Survival of Representations and Warranties. None of the representations or and warranties and, subject to the following sentence, covenants and agreements, in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties hereto which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (National Instruments Corp), Merger Agreement (Emerson Electric Co), Merger Agreement (L3harris Technologies, Inc. /De/)

No Survival of Representations and Warranties. None of the representations representations, warranties, covenants or warranties agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement Agreement, shall survive the Effective TimeTime or, except as provided in Section 9.2, the termination of this Agreement pursuant to Section 9.1, as the case may be. This Section 8.01 10.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Domtar CORP), Merger Agreement (Resolute Forest Products Inc.), Merger Agreement (Domtar CORP)

No Survival of Representations and Warranties. None of the representations or warranties representations, warranties, covenants and agreements in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Momentive Performance Materials Inc.)

No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the First Effective Time. This Section 8.01 7.3 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies is to be performed in whole or in part after the First Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Metromile, Inc.), Merger Agreement (Lemonade, Inc.)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 10.2 shall not limit any covenant or agreement contained in this Agreement or in of any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Makemusic, Inc.), Merger Agreement

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the First Effective Time. This Section 8.01 11.01 shall not limit Section 10.02, Section 10.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the First Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (St Jude Medical Inc), Merger Agreement (Abbott Laboratories)

No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Steinhoff International Holdings N.V.), Merger Agreement (Mattress Firm Holding Corp.)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.2 shall not limit any covenant or agreement contained in this Agreement or in of any document or instrument delivered pursuant to or in connection with this Agreement of the parties hereto that by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Buca Inc /Mn), Merger Agreement (Mgi Pharma Inc)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies in whole or in part contemplates performance after the Effective Time. Each of the Confidentiality Agreement and the Guarantee shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Avaya Inc)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement shall (a) survive termination of this Agreement in accordance with its terms and (b) terminate as of the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Minerals Technologies Inc), Merger Agreement (Amcol International Corp)

No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive from and after the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Tabula Rasa HealthCare, Inc.), Merger Agreement (Tabula Rasa HealthCare, Inc.)

No Survival of Representations and Warranties. None of the representations or and warranties contained in this Agreement or in any document or instrument delivered pursuant to or in connection with under this Agreement shall survive the Effective Time. This Section 8.01 8.3 shall not limit any covenant or agreement contained in of the parties to this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which, by its terms applies in whole or in part terms, contemplates performance after the Effective Time, which, in each case, shall survive in accordance with its terms and conditions, including those contained in Section 5.4 and Section 5.5.

Appears in 1 contract

Samples: Merger Agreement (CDK Global, Inc.)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.14 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective TimeTime or following termination of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (United Community Banks Inc)

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No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any schedule, certificate, instrument or other document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 11.01 shall not limit limitSection 10.02, Section 10.03 or any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 1 contract

Samples: Management Agreement (Resource Capital Corp.)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.2 shall not limit the survival of any covenant or agreement contained of the parties in this the Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Chattem Inc)

No Survival of Representations and Warranties. None of the representations or and warranties and, subject to the following sentence, covenants and agreements, in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the Parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (United States Steel Corp)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Acceptance Time. This Section 8.01 9.02 shall not limit the survival of any covenant or agreement contained of the parties hereto in this the Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that which by its terms applies in whole or in part contemplates performance after the Effective Acceptance Time.

Appears in 1 contract

Samples: Merger Agreement (King Pharmaceuticals Inc)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 12.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplate performance after the Effective Time.

Appears in 1 contract

Samples: Business Combination Agreement (Chrysler Corp /De)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement of the parties that by its terms applies contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Merger Agreement (Talen Energy Supply, LLC)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 8.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (BMC Software Inc)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any instrument or document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 9.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that of the parties which by its terms applies in whole or in part contemplates performance after the Effective Time.

Appears in 1 contract

Samples: Business Combination Agreement (In Focus Systems Inc)

No Survival of Representations and Warranties. None of the representations or warranties representations, warranties, covenants and agreements in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Propertyguru Group LTD)

No Survival of Representations and Warranties. None of the representations or and warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This ; provided that this Section 8.01 9.1 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies contemplates performance in whole or in part after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Volt Information Sciences, Inc.)

No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies contemplates performance in whole or in part after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (PhenomeX Inc.)

No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time, which shall survive to the extent expressly provided for herein or therein.

Appears in 1 contract

Samples: Merger Agreement (Verizon Communications Inc)

No Survival of Representations and Warranties. None of the representations or warranties in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement shall survive the Effective Time. This Section ‎Section 8.01 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies in whole or in part after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Air Transport Services Group, Inc.)

No Survival of Representations and Warranties. None of the representations representations, warranties, covenants and agreements contained in this Agreement, or warranties contained in any certificate, schedule or document delivered pursuant to this Agreement or in any document or instrument delivered pursuant to or in connection with any of the transactions contemplated by this Agreement Agreement, shall survive the First Effective Time. This , except that this Section 8.01 7.3 shall not limit any covenant or agreement contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement that by its terms applies is to be performed in whole or in part after the First Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Bioventus Inc.)

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