Common use of No Survival of Representations, Warranties, Covenants and Agreements Clause in Contracts

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 IX, except that the covenants and agreements that explicitly contemplate performance after the Closing shall survive the Closing indefinitely (or until fully performed in accordance with this Agreement). The Parties acknowledge and agree that, other than in connection with any Fraud or as otherwise expressly set forth herein (including Section 7.10), 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 or as otherwise expressly set forth herein (including Section 7.10), from and after the Closing, each Party 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) 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 the Purchaser, the Sellers or the Acquired Companies 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.

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 IX, except that the covenants and agreements that explicitly contemplate performance after the Closing shall survive the Closing indefinitely (or until fully performed in accordance with this Agreement). The Parties acknowledge and agree that, other than in connection with any Fraud or as otherwise expressly set forth herein (including Section 7.10)herein, 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 or as otherwise expressly set forth herein (including Section 7.10)herein, from and after the Closing, each Party 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) 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 the Purchaser, the Sellers or the Acquired Companies Company 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.

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 IXVII, except that the covenants and agreements that explicitly contemplate performance after the Closing shall survive the Closing indefinitely (or until fully performed in accordance with this Agreement). The Parties acknowledge and agree that, other than in connection with any Fraud or as otherwise expressly set forth herein (including Section 7.10)herein, 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 or as otherwise expressly set forth herein (including Section 7.10)herein, from and after the Closing, each Party 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) 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 the Purchaser, the Sellers SPAC or the Acquired Companies Company 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.

No Survival of Representations, Warranties, Covenants and Agreements. (a) The representations, warranties, representations and warranties and the covenants and agreements that contemplated performance solely at or prior to the Closing in this Agreement shall terminate at the Closing or upon the termination of this Agreement pursuant to Article IXX, except that the covenants and agreements that explicitly expressly contemplate performance after the Closing shall survive the Closing indefinitely (or until fully performed in accordance with this Agreement)their respective terms. The Parties parties acknowledge and agree that, other than in connection with any Fraud or as otherwise expressly set forth herein (including Section 7.10)Fraud, from and after the Closing they shall not be permitted to make, and no Party party shall have any Liability 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 party at or prior to the Closing. In furtherance of the foregoing, other than in connection with any Fraud or as otherwise expressly set forth herein (including Section 7.10)Fraud, from and after the Closing, each Party party 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) 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 the Parent, Purchaser, the Sellers or the Acquired Companies Transferred Entities or the subject matter of this Agreement that such Party party may have against the other Parties 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.

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 IXX, except that 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 performance, in whole or in part, at or after the Closing shall survive the Closing indefinitely (or until fully performed in accordance with this Agreement)their respective terms. The Parties parties hereto acknowledge and agree that, other than in connection with any Fraud or as otherwise expressly set forth herein (including Section 7.10)Fraud, from and after the Closing they shall not be permitted to make, and no Party party shall have any Liability 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 party on or prior to the Closing. In furtherance of the foregoing, other than in connection with any Fraud or as otherwise expressly set forth herein (including Section 7.10)Fraud, from and after the Closing, each Party 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 the Purchaser, the Sellers or the Acquired Companies Transferred Entities or the subject matter of this Agreement that such Party party may have against the other Parties 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).