Non-Survival of Representations. Warranties and ----------------------------------------------- Agreements. The representations, warranties and agreements in this Agreement ---------- shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.01, as the case may be, except that the agreements set forth in Article II and Section 6.07 shall survive the Effective Time indefinitely; the agreement set forth in Section 6.06 shall survive the Effective Time until the expiration of the applicable statute of limitations; and those set forth in Sections 6.04(b) and 8.03 shall survive termination indefinitely.
Non-Survival of Representations. No representations or warranties in this Agreement shall survive the Closing. No covenants in this Agreement shall survive the Closing except to the extent the terms thereof expressly contemplate performance following the Closing.
Non-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 Effective Time, 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 Effective Time.
Non-Survival of Representations. Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements in this Agreement and any certificate delivered pursuant hereto by any party hereto shall terminate at the Closing such that no claim for breach of any representation, warranty, covenant or agreement may be brought after the Closing with respect thereto and there will be no liability in respect thereof, except that this Section 10.1 shall not limit (a) any covenant or agreement of the parties which by its terms contemplates performance in whole or in part after the Closing (b) Xxxxx’s ability to recover under the R&W Insurance Policy, or (c) the survival of any Action based upon Actual Fraud. Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83
Non-Survival of Representations and Warranties 72 9.2 Notices 72 9.3 Interpretation; Rule of Construction 74 9.4 Counterparts 74 9.5 Entire Agreement; Third-Party Beneficiaries 74 9.6 Severability 74 9.7 Other Remedies; Specific Performance 74 9.8 Governing Law; Consent to Jurisdiction 75 9.9 Assignment 75 9.10 Waiver of Jury Trial 75 INDEX OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Form of Voting Agreement Exhibit B Form of Merger Proposal Schedules Schedule 1 Signatories to Voting Agreements Schedule 7.2(e) Key Employees AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 22, 2008, by and among Harmonic Inc., a Delaware corporation (“Parent”), Sunrise Acquisition Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Company”).
Non-Survival of Representations. Except for covenants and agreements which, by their terms, are to be performed after the Effective Time, all representations, warranties, covenants and agreements of the Parties in this Agreement shall not survive the Effective Time, and thereafter no Party hereto and no Subsidiary, officer, director or employee of any such Party, or any Subsidiary of such Party, shall have any liability whatsoever with respect to any such representation, warranty or agreement except for liabilities arising from intentional fraud, willful (tortious or illegal) misconduct or criminal acts.
Non-Survival of Representations. Warranties and Agreements. The representations, warranties, covenants and agreements in this Agreement or any instrument delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 7.2 (Effect of Termination), upon the termination of this Agreement pursuant to Section 7.1 (Termination), as the case may be, except that this Section 8.1 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 5.6 (Directors’ and Officers’ Indemnification and Insurance) and Section 5.9 (Employee Benefits).
Non-Survival of Representations. Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements of the Parties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the GP Merger Effective Time; provided, however, that this Section 8.1 shall not limit the enforceability of any covenant or agreement of the Parties in this Agreement or in any instrument delivered pursuant to this Agreement to the extent that such covenant or agreement contemplates performance after the GP Merger Effective Time.
Non-Survival of Representations. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time, including Article II, Section 6.5 and Section 6.6.
Non-Survival of Representations. All representations and warranties of Seller set forth in Section 6.1 and of Purchaser in Section 6.3 are made as of the Effective Date and as of the Closing Date, but shall not survive the Closing notwithstanding any provision herein to the contrary.
