Common use of Non-Survival; Effect of Representations and Warranties Clause in Contracts

Non-Survival; Effect of Representations and Warranties. (a) All representations, warranties and agreements in this Agreement shall not survive the Merger, except as otherwise provided in this Agreement and except for the agreements contained in this Section 11.1 and in Article II, Section 8.5 (Director and Officer Indemnification), Section 8.9 (Employee Agreements and Workforce Matters), Section 8.10 (Employee Benefit Plans), Section 8.11 (Stock Option and Other Stock Plans), Section 8.13 (Company Board of Directors), Section 8.14 (Company Officers), Section 8.15 (Employment Contracts), Section 8.16 (Post-Merger Operations), Section 8.17 (Expenses), Section 11.2 (Brokers) and Section 11.7 (Parties in Interest). (b) No party may assert a claim for breach of any representation or warranty contained in this Agreement (whether by direct claim or counterclaim) except in connection with the termination of this Agreement pursuant to Section 10.1(h)(i), Section 10.1(i)(i), or Section 10.1(j)(i) (or pursuant to any other subsection of Section 10.1, if the terminating party would have been entitled to terminate this Agreement pursuant to Section 10.1(h)(i), Section 10.1(i)(i) or Section 10.1(j)(i)).