Non-Survival of Representations and Warranties 59 Sample Clauses

Non-Survival of Representations and Warranties 59. Section 9.2 Entire Agreement; Assignment 60 Section 9.3 Severability 60 Section 9.4 Notices 60 Section 9.5 Governing Law; Jurisdiction 61 Section 9.6 Descriptive Headings; Interpretation 61 Section 9.7 Counterparts 62 Section 9.8 Parties in Interest 62 Section 9.9 Certain Definitions 62 Section 9.10 Enforcement; Forum; Waiver of Jury Trial 65 Index of Defined Terms Term Section Reference 2007 Financial Statements Section 9.9(a) 409A Authorities Section 4.12(o) Acceptance Date Section 1.4(a) Additional Cashout Options Section 2.9(a) Affiliate Section 9.9(b) Agreement Preamble AJCA Section 4.12(o) Arrangements Section 4.26 Articles of Merger Section 2.2 Assets Section 4.24 Bid Section 9.9(c) Business Day Section 9.9(d) Cashout Company Stock Option Section 2.9(a) Cashout Company Restricted Share Award Section 2.9(c) CERCLA Section 4.7(f)(i) Certificates Section 3.2(a) Change in the Company Recommendation Section 6.2(c) Closing Section 2.1 Code Section 9.9(e) Common Shares Recitals Company Preamble Company Balance Sheet Section 4.6(a) Company Board Recitals Company Director; Company Directors Section 1.3(a) Company Disclosure Schedule Section 9.9(f) Company Employees Section 6.15(a) Company Material Contracts Section 4.9(a) Company Property Section 4.7(f)(ii) Company Recommendation Section 1.2(a) Company Restricted Share Section 2.9(c) Company RSU Section 2.9(c) Company SEC Reports Section 4.5(a) Company Shareholder Approval Section 4.3 Company Stock Option Section 2.9(a) Company Stock Plan; Company Stock Plans Section 2.9(a) Company Violation Section 4.4(a) Confidentiality Agreement Section 6.3 Consent Section 4.4(b) Contaminant Section 4.7(f)(iii) Controlled Group Liability Section 9.9(g) Covered Securityholders Section 4.26 Deferred Equity Units Section 2.9(g) Dissenting Shares Section 3.1 Term Section Reference Effective Time Section 2.2 Employee Benefit Arrangement Section 6.1(b)(vi)(F) Employment Agreement Section 9.9(h) End Date Section 8.1(c) Environmental Law Section 4.7(f)(iv) ERISA Section 9.9(i) ERISA Affiliate Section 9.9(j) ESPP Section 2.9(h) Exchange Act Section 1.1(a) Exchange Fund Section 3.2(a) Exchange Ratio Section 2.9(f) Expense Fee Section 8.3(b) Expenses Section 8.3(b) Expiration Date Section 1.1(b) Export Approvals Section 4.8(c)(i) Export Control Laws Section 4.8(c) GAAP Section 4.5(a) Government Contract Section 9.9(k) Governmental Entity Section 4.4(b) Governmental Permits Section 9.9(l) HSR Act Section 4.4(b) Indebtedness Section 4...
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Related to Non-Survival of Representations and Warranties 59

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Non-Survival of Representations and Warranties 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 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Nonsurvival of Representations and Warranties 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 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Agreement, Representations and Warranties, etc All warranties, representations and covenants made by the Borrower herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making of the Loans herein contemplated and the issuance and delivery to the Administrative Agent of the Notes regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Borrower hereunder.

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive indefinitely after the date hereof and after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

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