No Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and agreements made in this Agreement shall survive beyond the Effective Time except for the agreements set forth in Article 1 and Article 2, Section 5.06, Section 5.07, Section 5.11, Section 5.13 and Article 8 shall survive the Effective Time, and those set forth in the last sentence of Section 5.04, Section 7.05, and Article 8 shall survive termination.
No Survival of Representations, Warranties, Covenants and Agreements. The Parties acknowledge and agree that (a) none of the representations and warranties contained in this Agreement, the Company Disclosure Schedule, the Parent Disclosure Schedule nor in any certificate or schedule or other document delivered pursuant to this Agreement shall survive, and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) with respect thereto shall terminate at, the Closing and (b) except for any covenant or agreement that by its terms contemplates performance, in whole or in part, after the Closing, none of the covenants or agreements of the Parties in this Agreement shall survive, and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) with respect to such non-surviving covenants and agreements shall terminate at, the Closing.
No Survival of Representations, Warranties, Covenants and Agreements. (a) The representations, warranties, covenants and agreements in this Agreement shall terminate at the Closing or upon the termination of this Agreement pursuant to Article X, except that: (i) the covenants and agreements set forth in Section 6.4, Section 6.5, Section 6.6, Section 6.7, Section 6.8, Section 6.10(b), Section 6.17, Section 6.19, Section 6.20, Section 6.22, Section 7.1, Section 7.6(a), Section 7.7, Section 8.1(a) and Section 8.6, in each case, solely to the extent such covenants and agreements contemplate performance, in whole or in part, prior to the Closing shall survive the Closing for a period of three months from the Closing Date; and (ii) the covenants and agreements in this Agreement that explicitly contemplate performance, in whole or in part, at or after the Closing shall survive the Closing until fully performed in accordance with their respective terms. The parties hereto acknowledge and agree that, other than in connection with any Fraud, from and after the Closing they shall not be permitted to make, and no party shall have any liability or obligation with respect to, any claims for any breach of any representation or warranty set forth herein or any covenant or agreement herein that is to have been performed by another party on or prior to the Closing. In furtherance of the foregoing, other than in connection with any Fraud, from and after the Closing, each party hereto hereby waives (on behalf of itself, each of its Affiliates and each of its Representatives), to the fullest extent permitted under Law, any and all rights, claims and causes of action (including any statutory rights to contribution or indemnification) to the extent arising under or based upon this Agreement or any document or certificate delivered in connection herewith (including for any breach of any representation or warranty or covenant or obligation to have been performed prior to the Closing set forth herein or otherwise relating to any of Purchaser, the Sellers or the Transferred Entities or the subject matter of this Agreement that such party may have against the other parties or any of their Affiliates or any of their respective Representatives arising under or based upon any theory whatsoever, under any Law, contract, tort or otherwise).
(b) Purchaser hereby acknowledges and agrees that, except as expressly provided in Section 2.7, the foregoing Section 11.14(a) or in connection with any Fraud or as provided in any Ancillary Agreement, from and after Clo...
No Survival of Representations, Warranties, Covenants and Agreements. Each of the representations, warranties, covenants and agreements set forth in this Agreement shall expire on the date hereof, such that no claim for breach of any such representation, warranty, covenant or agreement or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the date hereof against any of the parties hereto; provided, however, that OSH Inc.’s obligation to deliver the Exchange Shares pursuant to Section 1(a) and any claims in connection with such obligation shall survive until the consummation of such transactions. For the avoidance of doubt, none of the representations, warranties, covenants or agreements in this Agreement shall survive the consummation of the transactions contemplated hereby.
No Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Closing Date or upon the termination of this Agreement pursuant to Section 9.1, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing Date.
No Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties of the parties shall expire at Closing.
No Survival of Representations, Warranties, Covenants and Agreements. Except for the provisions of Section 5.01 relating to the treatment of information in accordance with the Confidentiality Agreement, Sections 9.02 and 9.03 and Article XI and this Article X, none of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement and no covenant or agreement that is to be performed entirely at or prior to the Effective Time shall survive the Merger.
No Survival of Representations, Warranties, Covenants and Agreements. The Parties acknowledge and agree that (a) none of the representations and warranties contained in this Agreement, the Company Disclosure Letter or in any certificate or schedule or other document delivered pursuant to this Agreement shall survive the Merger, and (b) except for any covenant or agreement that by its terms contemplates performance after the Effective Time, none of the covenants or agreements of the Parties in this Agreement shall survive the Merger.
No Survival of Representations, Warranties, Covenants and Agreements. Upon the consummation of the Closing, the representations, warranties, covenants and agreements (other than those covenants and agreements that by their terms are to be performed in whole or in part on or after the Effective Time, but only to the extent of such performance on or after the Effective Time) contained in this Agreement or in any document, schedule or certificate delivered pursuant hereto shall not survive beyond the Effective Time and shall terminate on the Effective Time, and there shall be no liability or obligation in respect thereof, whether such liability or obligation has accrued prior to or after the Effective Time, on the part of any Party or its Affiliates, or any of their respective directors, managers, officers, members or equityholders, regardless of the theory of liability, whether in contract, tort or otherwise to the maximum extent permitted by Law, except, solely with respect to the waiver of claims for subrogation in any representations and warranties insurance policy contemplated by Section 4.15, in the case of fraud.
No Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time. The covenants and agreements of the Parties (including the Surviving Company after the Merger) shall survive the Effective Time without limitation (except for those which, by their terms, contemplate a shorter survival period).
