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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Mattson Technology Inc)
No Survival of Representations, Warranties and Covenants. The None of the representations, warranties and covenants of the Company, Parent and Acquisition Sub Company contained in this Agreement, or contained in any certificate, schedule or document delivered pursuant to this Agreement or in connection with any of the Transactions, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time Acceptance Time; provided, however, that this Section 9.3 shall so survive not limit any covenant or agreement of the Effective Time in accordance with their respective termsparties which by its terms contemplates performance after the Acceptance Time. After the Effective Acceptance Time, neither Parent nor Acquisition Merger 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 Merger Sub of any of its obligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)
No Survival of Representations, Warranties and Covenants. The None of the representations, warranties and covenants of the Company, Parent and Acquisition Sub Company contained in this Agreement, or contained in any certificate, schedule or document delivered pursuant to this Agreement or in connection with any of the Transactions, shall terminate at survive the Effective Time; provided, and only however, that this Section 9.3 shall not limit any covenant or agreement of the covenants that parties which by their its terms survive contemplates performance after the Effective Time shall so survive the Effective Time in accordance with their respective termsTime. After the Effective Time, neither Parent nor Acquisition Merger 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 Merger Sub of any of its obligations hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concert Pharmaceuticals, Inc.)
No Survival of Representations, Warranties and Covenants. The None of the representations, warranties and covenants of the Company, Parent and Acquisition Sub Company contained in this Agreement, or contained in any certificate, schedule or document delivered pursuant to this Agreement or in connection with any of the Transactions, shall terminate at survive the Effective Time; provided, and only however, that this Section 9.3 shall not limit any covenant or agreement of the covenants that parties which by their its terms survive contemplates performance after the Effective Time shall so survive the Effective Time in accordance with their respective termsTime. After the Effective Time, neither Parent nor Acquisition Merger 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 Merger Sub of any of its obligations hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forma Therapeutics Holdings, Inc.)
