No Survival of Representations, Warranties and Covenants Sample Clauses

No Survival of Representations, Warranties and Covenants. Except for the representations and warranties in Section 3.22 and Section 4.09, none of the 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; provided that 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.
AutoNDA by SimpleDocs
No Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Acquisition Sub contained in this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time shall so survive the Effective Time in accordance with their respective terms. After the Effective Time, neither Parent nor Acquisition Sub shall be permitted to claim that any breach by the Company of any of its covenants or obligations under this Agreement results in a failure of a condition to consummate the Merger or excuses performance by Parent or Acquisition Sub of any of its obligations hereunder.
No Survival of Representations, Warranties and Covenants. The representations and warranties of Buyer and Sellers contained in this Agreement and the covenants and agreements of Buyer and Sellers contained in this Agreement that, by their terms, are to be performed prior to the Closing shall not survive the Closing.
No Survival of Representations, Warranties and Covenants. Except for the agreements set forth in Sections 7.1, 7.2 and 7.3 hereof, the respective representations, warranties and covenants of the Company, Parent and the Purchaser contained herein shall expire with, and be terminated and extinguished upon, consummation of the Merger, and thereafter neither the Company, Parent nor the Purchaser nor any officer, director or principal thereof shall be subject to any liability whatsoever based on any such representation, warranty or covenant.
No Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and agreements of the parties contained in this Agreement or in any agreement delivered pursuant to this Agreement shall not survive beyond the Effective Time and there shall be no liability in respect thereof, whether such liability has accrued prior to or after the Effective Time, on the part of any party or any of its officers, directors, agents or Affiliates, except for those covenants and agreements and other provisions contained herein that by their terms apply or are contemplated to be performed in whole or in part after the Effective Time.
No Survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants or agreements contained in this Agreement or in any certificate, document or instrument delivered pursuant to this Agreement shall survive the Effective Time, except for covenants and agreements which contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time.
No Survival of Representations, Warranties and Covenants. None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement, and none of the covenants contained in this Agreement, shall survive the Merger, except that any covenants that by their terms are to be performed after the Effective Time shall survive the Merger in accordance with their respective terms.
AutoNDA by SimpleDocs
No Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of LED and LSG contained in this Agreement, or in any certificate delivered in connection with this Agreement (other than the covenants contained in Article II, Article VI and Article VIII of this Agreement) shall not survive the Closing, and any and all breaches of such representations, warranties and covenants shall be deemed waived as of the Closing. Neither Party shall be deemed to have made to the other Party any representation or warranty other than as expressly made in Article IV and Article V hereof.
No Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and MergerCo contained in this Agreement, or in any certificate delivered in connection with this Agreement (other than the covenants contained in Article I, Sections 4.3(b), 4.6, 4.7, 4.8, the last two sentences of Section 4.10(b) and Article IX of this Agreement) shall not survive the Closing, and any and all breaches of such representations and warranties and covenants shall be deemed waived as of the Closing.
No Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, the Guarantor and the Buyer contained in this Agreement, or in any certificate delivered in connection with this Agreement (other than the covenants contained in Article I, Sections 4.3(b), 4.6, 4.7 and 4.9, the last sentence of Section 4.8(b), and Article IX of this Agreement) shall not survive the Closing.
Time is Money Join Law Insider Premium to draft better contracts faster.