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

No Survival of Representations and Warranties. The Parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties shall have any liability to each other after the Closing for any breach thereof. The Parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 19 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

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No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 10 contracts

Samples: Asset Purchase Agreement (Florida Gaming Corp), Asset Purchase Agreement (Station Casinos LLC), Asset Purchase Agreement (Sharper Image Corp)

No Survival of Representations and Warranties. The Parties hereto agree that the representations and warranties contained in this Agreement shall will not survive the Closing hereunder, and none of the Parties shall will have any liability Liability to each other after the Closing for any breach thereof. The Parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall will survive the Closing hereunderhereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party hereto shall will be liable to the other after the Closing for any breach thereof.

Appears in 5 contracts

Samples: Asset Purchase Agreement (FTD Companies, Inc.), Asset Purchase Agreement (Westmoreland Resource Partners, LP), Asset Purchase Agreement (Westmoreland Resource Partners, LP)

No Survival of Representations and Warranties. The Parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties shall have any liability to each other after the Closing for any breach thereof. The Parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Steel Partners Holdings L.P.), Asset Purchase Agreement, Asset Purchase Agreement

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall will not survive the Closing hereunder, and none of the Parties shall parties will have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall will survive the Closing hereunder, and each Party party hereto shall will be liable to the other after the Closing for any breach thereof.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Flowers Foods Inc), Intellectual Property Purchase Agreement (Flowers Foods Inc)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, hereunder and none of the Parties no Person shall have any liability to each other after the Closing for any breach thereofthereof . The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

No Survival of Representations and Warranties. The Parties hereto agree that the representations and warranties contained in this Agreement shall will not survive the Closing hereunder, and none of the Parties shall will have any liability to each other after the Closing for any breach thereof. The Parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall will survive the Closing hereunderhereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party hereto shall will be liable to the other after the Closing for any breach thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement and the Ancillary Agreements shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement and the Ancillary Agreements to be performed at or after the Closing shall survive the Closing hereunderhereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (AMERICAN EAGLE ENERGY Corp), Asset Purchase Agreement (GMX Resources Inc)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, hereunder and none of the Parties no Person shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Essex Rental Corp.), Asset Purchase Agreement (Lubys Inc)

No Survival of Representations and Warranties. The Parties hereto agree that None of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall not survive the Closing hereunder, and none Effective Time. None of the Parties shall have covenants of any liability party hereto required to each other after be performed by such party before the Closing for any breach thereof. The Parties hereto agree that shall survive the Closing; provided that, unless otherwise indicated, the covenants contained and agreements set forth in this Agreement which by their terms are required to be performed at or after the Closing shall survive the Closing hereunder, and each Party hereto shall be liable to the other after the Closing for any breach thereofuntil they have been performed or satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Lmi Aerospace Inc)

No Survival of Representations and Warranties. The Parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties shall have any liability to each other after the Closing for any breach thereof. The Parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wattles Mark J)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement and the Ancillary Agreements shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement and the Ancillary Agreements to be performed at or after the Closing shall survive the Closing hereunderhereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party party hereto shall be liable to the other after the Closing for any breach thereof.. 11.2

Appears in 1 contract

Samples: Asset Purchase Agreement

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, hereunder and none of the Parties parties shall have any liability Liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and and, subject to Section 12.12, each Party party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Endeavour International Corp)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties parties shall have any liability Liability to each other after the Closing for any breach thereofthereof (except, in each case, for Section 5.17, which shall survive until the one year anniversary of the Closing Date). The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party hereto shall be liable to the other after the Closing for any breach thereofin accordance with their terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (International Wire Group Inc)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunderhereunder and, and subject to the limitations of Section 4.6(c), each Party party hereto shall be liable to the other after the Closing for any breach thereofthereof (provided, that Sellers shall have no liability to Purchaser for any breach of any covenant to be performed prior to Closing).

Appears in 1 contract

Samples: Asset Purchase Agreement (Midway Games Inc)

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No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed prior to, at or after the Closing shall survive the Closing hereunderClosing, and each Party party hereto shall be liable to the other after the Closing for any breach thereofthereof (provided, that no Seller shall have any liability to Purchaser for any breach of any covenant to be performed prior to the Closing unless such breach is an intentional and knowing breach).

Appears in 1 contract

Samples: Asset Purchase Agreement

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall will not survive the Closing hereunder, and none of the Parties shall parties will have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall will survive the Closing hereunderhereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party party hereto shall will be liable to the other after the Closing for any breach thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crumbs Bake Shop, Inc.)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement and in any certificate delivered pursuant hereto by any Person shall not survive the Closing hereunder, hereunder and none of the Parties parties shall have any liability Liability to each other after the Closing for any breach thereof, except in the case of fraud. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, and each Party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bancorp, Inc.)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement and the Ancillary Agreements to be performed at or after the Closing shall survive the Closing hereunderhereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party party hereto shall be liable to the other after the Closing for any breach thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties hereto agree ; provided, however, that for the avoidance of doubt this Section 9.1 shall not affect any party’s rights under the Plan; provided, further, that the covenants contained obligations of the parties set forth in this Agreement to be performed at or after Section 3.9, Section 3.10 and the Closing provisions of Article IX hereof shall survive the Closing hereunder, any such termination and each Party hereto shall be liable to the other after the Closing for any breach thereofenforceable hereunder.

Appears in 1 contract

Samples: Plan Sponsor Agreement (Simmons Co)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunder, and none of the Parties parties shall have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunder, hereunder and each Party party hereto shall be liable to the other after the Closing for any breach thereofthereof (provided, that Seller shall have no liability to Purchaser for any breach of any covenant to be performed prior to Closing).

Appears in 1 contract

Samples: Stock Purchase Agreement (Midway Games Inc)

No Survival of Representations and Warranties. The Parties hereto agree that the representations and warranties contained in this Agreement shall not survive the Closing hereunderClosing, and none of the Parties shall have any liability to each other after the Closing for any breach thereof. The Parties hereto agree that the covenants and agreements contained in this Agreement to be performed at or after the Closing shall survive the Closing hereunderClosing, and each Party hereto shall be liable to the other after the Closing for any breach thereof.. EXECUTION VERSION

Appears in 1 contract

Samples: Share Exchange Agreement (Joway Health Industries Group Inc)

No Survival of Representations and Warranties. The Parties hereto agree that the representations and warranties contained in this Agreement shall will terminate at, and will not survive survive, the Closing hereunder, and none of the Parties shall will have any liability Liability to each other after the Closing for any breach thereofthereof except for claims against the Parties for actual fraud with respect thereto. The Parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall will survive the Closing hereunder, in accordance with their respective terms and each Party hereto shall will be liable to the other after the Closing for any breach thereof.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Shiloh Industries Inc)

No Survival of Representations and Warranties. The Parties parties hereto agree that the representations and warranties contained in this Agreement shall will not survive the Closing hereunder, and none of the Parties shall parties hereto will have any liability to each other after the Closing for any breach thereof. The Parties parties hereto agree that the covenants contained in this Agreement to be performed at or after the Closing shall will survive the Closing hereunderhereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each Party party hereto shall will be liable to the other after the Closing for any breach thereof.

Appears in 1 contract

Samples: Purchase Agreement (Radioshack Corp)

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