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

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will not limit Section 9.5 or any other covenant or agreement of the Parties to the extent its terms contemplate performance after the Effective Time.

Appears in 4 contracts

Samples: Merger Agreement (NantKwest, Inc.), Merger Agreement (Cambridge Equities, LP), Merger Agreement (BridgeBio Pharma, Inc.)

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No Survival of Representations and Warranties. None of the representations representations, warranties covenants and warranties agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document delivered in connection therewith pursuant to this Agreement will survive the Effective Time. None of the covenants and agreements of the Parties will Agreement, shall survive the Effective Time or, except as provided in Section 10.2, the termination of this Agreement pursuant to Section 10.1, as the extent their terms contemplate performance prior to the Effective Timecase may be. This Section 10.1 will 11.1 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent which by its terms contemplate contemplates performance after the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Meredith Corp), Merger Agreement (Time Inc.)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 9.1 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent which by its terms contemplate contemplates performance after the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any schedule, certificate, instrument or other document delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 11.01 shall not limit Section 9.5 10.02, Section 10.03 or any other covenant or agreement of the Parties to the extent that by its terms contemplate contemplates performance after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Team Inc), Merger Agreement (Furmanite Corp)

No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 10.10 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent parties which by its terms contemplate contemplates performance after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Navteq Corp), Merger Agreement (Nokia Corp)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument other document delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 10.2 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent that by its terms contemplate contemplates performance after the Effective Time, which shall survive the Effective Time until fully performed.

Appears in 2 contracts

Samples: Merger Agreement (New Frontier Public Holding Ltd.), Merger Agreement (New Frontier Health Corp)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any schedule, instrument or other document delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 10.2 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent which by its terms contemplate contemplates performance after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD), Merger Agreement (Fuling Global Inc.)

No Survival of Representations and Warranties. None of the representations representations, warranties covenants and warranties agreements in this Agreement Agreement, or in any schedule, certificate, instrument or other document delivered in connection therewith pursuant to this Agreement will survive the Effective Time. None of the covenants and agreements of the Parties will Agreement, shall survive the Effective Time or, except as provided in Section 9.05, the termination of this Agreement pursuant to Article 9, as the extent their terms contemplate performance prior to the Effective Timecase may be. This Section 10.1 will 10.01 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent which by its terms contemplate contemplates performance after the Effective Time.

Appears in 2 contracts

Samples: Transaction Agreement (SAILFISH ENERGY HOLDINGS Corp), Transaction Agreement (Stone Energy Corp)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 10.01 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent parties which by its terms contemplate contemplates performance after the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Riviera Holdings Corp), Merger Agreement (Isle Investors LLC)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 8.1 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent parties that by its terms contemplate contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement 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 (Teva Pharmaceutical Industries LTD), Merger Agreement (Cephalon Inc)

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No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 10.01 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent parties hereto that by its terms contemplate contemplates performance 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 (Morphic Holding, Inc.), Merger Agreement (Alpine Immune Sciences, Inc.)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of Notwithstanding the foregoing, the parties understand and agree that the covenants and agreements of the Parties will survive the Effective Time in this Agreement or in any instrument delivered pursuant to the extent this Agreement that by their terms contemplate performance prior to the Effective Time. This Section 10.1 will not limit Section 9.5 or any other covenant or agreement of the Parties to the extent its terms contemplate performance after the Effective Time, including the covenants and agreements contained in Section 5.5(c) and 5.9 and this Section 8.1, shall survive the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)

No Survival of Representations and Warranties. None of the representations and warranties and, subject to the following sentence, covenants and agreements, in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 9.1 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent which by its terms contemplate expressly contemplates performance after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Encore Wire Corp)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 9.1 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent parties hereto that by its terms contemplate 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 1 contract

Samples: Merger Agreement (MRV Communications Inc)

No Survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered in connection therewith pursuant to this Agreement will shall survive the Effective Time. None of the covenants and agreements of the Parties will survive the Effective Time to the extent their terms contemplate performance prior to the Effective Time. This Section 10.1 will 8.1 shall not limit Section 9.5 or any other covenant or agreement of the Parties to the extent parties that by its terms contemplate contemplates performance in whole or in part after the Effective Time. The Confidentiality Agreement and the Clean Team Agreement shall (a) survive termination of this Agreement in accordance with their terms and (b) terminate as of the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Epiq Systems Inc)

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