Non-Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Merger Agreement (Geo Group Inc), Merger Agreement (Sungard Data Systems Inc)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This ; provided, however, that this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 16 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Silk Road Medical Inc), Merger Agreement (Nordson Corp)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time. This Time and termination of this Agreement pursuant to Article VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties which hereto that by its terms contemplates performance after the Effective TimeTime or termination of this Agreement, including the agreements set forth in Article I and Article II, Section 6.06 and this Article IX.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Zhang Ray Ruiping), Agreement and Plan of Merger (Ocean Imagination L.P.), Agreement and Plan of Merger (Ctrip Investment Holding Ltd.)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This , except that the agreements set forth in Articles I and II, Section 9.01 6.05, Section 6.10 and this Article IX shall not limit any covenant or agreement of the parties which by its terms contemplates performance after survive the Effective Time.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Merger Agreement (Chuanwei Zhang), Merger Agreement (China Ming Yang Wind Power Group LTD)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This ; provided, however, that this Section 9.01 10.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 6 contracts
Samples: Merger Agreement (Endeavor Group Holdings, Inc.), Merger Agreement (Emanuel Ariel), Merger Agreement (Qualtrics International Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time. This Time and termination of this Agreement pursuant to Article VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective TimeTime or termination of this Agreement, including the agreements set forth in Article I and Article II, Section 6.06, Article VIII and this Article IX.
Appears in 4 contracts
Samples: Merger Agreement (Tang Liang), Merger Agreement (Ossen Innovation Co. Ltd.), Merger Agreement (Yao Jinbo)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 9.01 8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including, without limitation, those contained in Section 6.7 and Section 6.10.
Appears in 4 contracts
Samples: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Bisys Group Inc), Merger Agreement (Bentley Pharmaceuticals Inc)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 8.01, as the case may be, except that this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (CBS Corp), Merger Agreement (Viacom Inc)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time. This , except that this Section 9.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance in whole or in part after the Effective Time, including those contained in Article III, Section 6.6, Section 6.9 or Section 6.12(b).
Appears in 4 contracts
Samples: Merger Agreement (Multimedia Games Holding Company, Inc.), Merger Agreement (Bally Technologies, Inc.), Merger Agreement (Scientific Games Corp)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time. This Time and termination of this Agreement pursuant to Article 8, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective TimeTime or termination of this Agreement.
Appears in 3 contracts
Samples: Plan of Merger (Sogou Inc.), Merger Agreement (Sogou Inc.), Merger Agreement (Sohu.com LTD)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Section 9.01 shall not limit any covenant , except for those covenants and agreements (a) set forth in Articles I and II, Sections 6.05 and 6.12, Article VIII, and this Article IX and (b) that by their terms are to be performed in whole or agreement of the parties which by its terms contemplates performance in part after the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Full Alliance International LTD), Merger Agreement (Yongye International, Inc.), Merger Agreement (Morgan Stanley)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 9.01 9.01, as the case may be, except that this Section 10.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement.
Appears in 3 contracts
Samples: Offer to Purchase (Ford Motor Co), Offer to Purchase (Ford Motor Co), Merger Agreement (Hertz Corp)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time. This , except that this Section 9.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance in whole or in part after the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (WPX Energy, Inc.), Merger Agreement (Bally Technologies, Inc.), Merger Agreement (SHFL Entertainment Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This ; provided that this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abaxis Inc), Merger Agreement (Zoetis Inc.), Merger Agreement (Cepheid)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This , provided, however, that this Section 9.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Atlantic International Corp.), Merger Agreement (Staffing 360 Solutions, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective TimeTime or upon the termination of this Agreement pursuant to Section 8.1, as the case may be. This Section 9.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Blount Winton M), Agreement and Plan of Merger and Recapitalization (Blount International Inc)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the First Effective Time. This , except that this Section 9.01 9.18 shall not limit any covenant or agreement of the parties Parties which by its terms contemplates performance in whole or in part after the First Effective Time, including those contained in Article I, Article II, this Article IX, Section 5.8, Section 8.1, Section 8.2 and Section 9.17.
Appears in 2 contracts
Samples: Merger Agreement (Lennar Corp /New/), Merger Agreement (WCI Communities, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any party hereto shall terminate at the Effective Time. This Time or, except as provided in Section 9.01 8.2, upon the termination of this Agreement pursuant to Section 8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including those contained in Section 6.7 and Section 6.14.
Appears in 2 contracts
Samples: Merger Agreement (theMaven, Inc.), Merger Agreement (Thestreet, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Time or, except as provided in Section 9.01 9.02, upon the termination of this Agreement pursuant to Section 9.01, as the case may be, except that the agreements set forth in Article II and Article III and Section 7.04(b), Section 7.06, Section 7.16, Section 7.17 and this Article X shall not limit any covenant or agreement of the parties which by its terms contemplates performance after survive the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Cell Genesys Inc), Merger Agreement (Biosante Pharmaceuticals Inc)
Non-Survival of Representations, Warranties and Agreements. The representations Except as set forth in Section 8.2 the representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time. This Section 9.01 Time or upon the termination of this Agreement pursuant to Article VIII of this Agreement, as the case may be, except that this Section 9.11 shall not limit any covenant or agreement of the parties Parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including those contained in Section 6.11.
Appears in 2 contracts
Samples: Merger Agreement (Tti Team Telecom International LTD), Merger Agreement (Tti Team Telecom International LTD)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time. This Time and termination of this Agreement pursuant to Article VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective TimeTime or termination of this Agreement, including the agreements set forth in Article I and Article II, Section 6.05, Section 6.11, Article VIII and this Article IX.
Appears in 2 contracts
Samples: Merger Agreement (Yan Rick), Merger Agreement (51job, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time. This Time and termination of this Agreement pursuant to Article VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective TimeTime or termination of this Agreement, including, without limitation, the agreements set forth in Articles I and II, Section 6.06 and this Article IX.
Appears in 2 contracts
Samples: Merger Agreement (Kongzhong Corp), Merger Agreement (7 Days Group Holdings LTD)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 8.01, as the case may be, except that this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Viacom Inc), Merger Agreement (Viacom Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall will terminate at the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after The covenants and agreements in this Agreement will survive the Effective TimeTime in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Healthcorp Inc), Merger Agreement (Surgicare Inc/De)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 9.01 shall not limit 8.1, as the case may be, except that the covenants and agreements set forth in Articles I and II and Sections 6.3(b), 6.5, 6.7, 8.3, Article IX and any other covenant or agreement of the parties in this Agreement which by its terms contemplates performance after the Effective Time shall survive the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (MPW Industrial Services Group Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall automatically terminate at the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Education Management Corporation)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This ; provided, however, that this Section 9.01 10.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations Except as set forth in Section 8.2, the representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Article VIII of this Agreement, as the case may be, except that this Section 9.01 9.11 shall not limit any covenant or agreement of the parties Parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including those contained in Section 6.12.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered by the parties pursuant hereto shall terminate at the Effective Time. This ; provided, however, that this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Bright Horizons Family Solutions Inc)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This ; provided, however, that this Section 9.01 shall not limit any covenant or agreement of the parties Parties which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Arctic Cat Inc)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time. This , except that this Section 9.01 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance in whole or in part after the Effective Time, including those contained in Article III, Section 6.6, and Section 6.9.
Appears in 1 contract
Samples: Merger Agreement (Power One Inc)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement Agreement, and in any certificate delivered pursuant hereto hereto, shall terminate at not survive the Effective Time. This ; provided that, this Section 9.01 9.02 shall not limit any covenant or agreement of the parties which that, by its terms terms, contemplates performance after the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (PHC Inc /Ma/)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 9.01 8.1 hereof, as the case may be; provided, that, nothing contained herein shall not limit any covenant or agreement of the parties Parties which by its terms contemplates performance after the Effective Time.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 9.01 8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including, without limitation, those contained in Section 6.7.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective TimeTime or upon termination of this Agreement pursuant to Article VIII hereof. This Section 9.01 The covenants and agreements in this Agreement shall not limit any covenant or agreement of the parties which by its terms contemplates performance after survive the Effective TimeTime in accordance with their terms.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time. This Time or upon the earlier termination of this Agreement pursuant to Section 9.01 8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates survival or performance after the Effective TimeTime or after termination of this Agreement, including, without limitation, those contained in Sections 6.7, 6.10 and 6.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 9.01 8.1, as the case may be, except that this Section 9.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including, without limitation, those contained in Section 6.8 and Section 6.11.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, covenants and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time. This , except that this Section 9.01 9.1 shall not limit Section 8.2 or any covenant or agreement of the parties Parties which by its terms contemplates performance in whole or in part after the Effective Time, including those contained in Article III, Section 6.7 or Section 6.11.
Appears in 1 contract
Samples: Merger Agreement (SciPlay Corp)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto and by any Person shall terminate at the Effective Time. This Closing or upon the termination of this Agreement pursuant to Section 9.01 9.1, as the case may be, except that this Section 10.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeClosing or after termination of this Agreement, including those contained in Section 8.8.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall will terminate at the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance The covenants and agreements in this Agreement to be performed after the Effective TimeTime will survive the Effective Time in accordance with their terms.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time. This Time and termination of this Agreement pursuant to Article VIII, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective TimeTime or termination of this Agreement.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the earlier of the Effective Time. This Section Time and termination of this Agreement pursuant to Article 8, except that this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective TimeTime or termination of this Agreement.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties, agreements and warranties covenants to be performed prior to or at the Effective Time in this Agreement and in any certificate delivered Ancillary Agreement pursuant hereto shall terminate at the Effective Time. This , except that this Section 9.01 10.01 shall not limit any covenant or agreement of the parties which that by its terms contemplates requires performance after the Effective TimeClosing.
Appears in 1 contract
Samples: Business Combination Agreement (PENSARE ACQUISITION Corp)
Non-Survival of Representations, Warranties and Agreements. The representations representations, warranties and warranties agreements in this Agreement and in any certificate delivered pursuant hereto by any person shall terminate at the Effective Time. This Time or upon the termination of this Agreement pursuant to Section 8.01, as the case may be, except that this Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective TimeTime or after termination of this Agreement, including, without limitation, those contained in Section 6.08, Section 6.11, Section 8.02, Section 8.05 and this Article IX.
Appears in 1 contract
Samples: Merger Agreement (Clear Channel Communications Inc)
