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

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the First Effective Time.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Aileron Therapeutics Inc), Agreement and Plan of Merger (Ra Medical Systems, Inc.), Agreement and Plan of Merger (Ra Medical Systems, Inc.)

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Non-Survival of Representations and Warranties. None of the The representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall not survive the First Effective Time, other than those covenants or agreements consummation of the parties Merger or the termination of this Agreement. Notwithstanding the foregoing, the agreements and covenants which by their terms apply, or nature are to be performed in whole or in part, after following the First Effective Time, shall survive consummation of the Merger.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Instinet Group Inc), Agreement and Plan of Merger (Navigant International Inc), Agreement and Plan of Merger (Nasdaq Stock Market Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time, other than those covenants or agreements consummation of the parties which Merger, except for covenants and agreements that contemplate performance after the Effective Time or otherwise expressly by their terms apply, or are to be performed in whole or in part, after survive the First Effective Time.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Smartsheet Inc), Agreement and Plan of Merger (UserTesting, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time, Time (other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the First Effective Time).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (SYNAPTICS Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Guarantee) shall survive the First Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed contained in whole or in part, after this Agreement shall survive the First Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Avid Technology, Inc.), Agreement and Plan of Merger (West Corp)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any certificate or other instrument delivered pursuant to this Agreement shall survive the First Effective Time, other than those covenants or agreements of the parties Parties which by their terms apply, or are to be performed in whole or in part, after the First Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants representations and warranties of the Company or agreements the Parent or Merger Sub contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed in whole or in part, after contained this Agreement shall survive the First Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micronetics Inc), Agreement and Plan of Merger (Mercury Computer Systems Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time or otherwise by its terms survives the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed in whole or in part, after Parties contained this Agreement shall survive the First Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)

Non-Survival of Representations and Warranties. None of the The representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall not survive the First Effective Time, other than those covenants or agreements consummation of the parties Merger or the termination of this Agreement. Notwithstanding the foregoing, the agreements and covenants which by their terms apply, or nature are to be performed in whole or in part, after following the First Effective TimeTime shall survive consummation of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metals USA Plates & Shapes Southcentral, Inc.), Agreement and Plan of Merger (Metals Usa Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time, other than those which shall survive until such covenant is performed in accordance with their terms, none of the covenants or and agreements of the parties which by their terms apply, or are to be performed in whole or in part, after contained this Agreement shall survive the First Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (West Marine Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First consummation of the Merger, except for covenants and agreements that contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time, other than those covenants or agreements of the parties which by shall survive in accordance with their terms apply, or are to be performed in whole or in part, after the First Effective Timeterms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)

Non-Survival of Representations and Warranties. None of Notwithstanding anything to the representationscontrary contained herein, warranties, covenants no representations or agreements warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time, other than and only those covenants or and agreements of the parties which contained herein that by their terms apply, or are to be performed in whole or in part, after the First Effective Time shall survive the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Talk America Holdings Inc)

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Non-Survival of Representations and Warranties. None of the representations, warranties, warranties or covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time; provided, other than however, that those covenants or and agreements of the parties which contained herein that by their terms apply, or that are to be performed in whole or in part, after the First Effective Time, shall survive the consummation of the Merger until fully performed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lawson Software, Inc.)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Guarantee (subject to the terms thereof)) shall survive the First Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed contained in whole or in part, after this Agreement shall survive the First Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Navigant Consulting Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties in this Agreement or in any schedule or instrument delivered pursuant to this Agreement shall survive beyond the First Effective Time. None of the covenants and agreements in this Agreement shall survive beyond the Effective Time, other than the covenants and agreements contained in this Article IX, the agreements of the Company, Parent and Merger Sub contained in Article II and those other covenants or and agreements of the parties which by their terms apply, apply or are to be performed in whole or in part, contemplate performance after the First Effective TimeTime until fully performed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pansoft CO LTD)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time. Except for any covenant or agreement that by its terms contemplates performance, after the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed contained in whole or in part, after this Agreement shall survive the First Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MULTI COLOR Corp)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement will survive the Effective Time and only the covenants that by their terms survive the Effective Time shall survive the First Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the First Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Resonate Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties of the Company contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the First Effective Time. Except for any covenant or agreement that by its terms contemplates performance after the Effective Time, other than those none of the covenants or and agreements of the parties which by their terms apply, or are to be performed in whole or in part, after contained this Agreement shall survive the First Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Network Engines Inc)

Non-Survival of Representations and Warranties. None of the representations, warranties, covenants or agreements representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall will survive the First Effective Time, other than those . The covenants or and agreements herein will survive termination of this Agreement and the parties which by their terms apply, or are to be performed in whole or in part, after the First Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diamond Shamrock Inc)

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