Non-Survival of Representations, Warranties and Agreements. The representations and warranties and covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.7.
Appears in 9 contracts
Samples: Merger Agreement (Crescent Capital BDC, Inc.), Merger Agreement (Sierra Income Corp), Merger Agreement (Barings BDC, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.76.6 and Section 6.9.
Appears in 8 contracts
Samples: Merger Agreement (P&f Industries Inc), Merger Agreement (Twitter, Inc.), Merger Agreement (Kemet Corp)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate instrument delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 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 hereto which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 6.76.6 and Section 6.9.
Appears in 7 contracts
Samples: Merger Agreement (Home Point Capital Inc.), Merger Agreement (Mr. Cooper Group Inc.), Merger Agreement (Veoneer, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person party hereto shall terminate at the Effective Time or, except as provided in Section 8.27.2, upon the termination of this Agreement pursuant to Section 8.17.1, as the case may be, except that this Section 9.1 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 6.75.7 and Section 5.10.
Appears in 4 contracts
Samples: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.), Merger Agreement (Kaydon Corp)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.76.5 and Section 6.8.
Appears in 3 contracts
Samples: Merger Agreement (Millennial Media Inc.), Merger Agreement (Dealertrack Technologies, Inc), Merger Agreement (AOL Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.76.6 and Section 6.9.
Appears in 3 contracts
Samples: Merger Agreement (Nortek Inc), Merger Agreement (Revlon Inc /De/), Merger Agreement (Elizabeth Arden Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and representations, warranties and covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person person shall terminate at the Effective Time or, except as provided in Section 8.2, or 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 Time or after termination of this Agreement, including including, without limitation, those contained in Section 6.7Sections 6.4, 6.6, 6.8, 6.10, 6.11, 6.12, 6.18 and 6.
Appears in 3 contracts
Samples: Merger Agreement (United Television Inc), Merger Agreement (BHC Communications Inc), Merger Agreement (Chris Craft Industries Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person person shall terminate at the Effective Time Closing or, except as provided in Section 8.26.02, upon the termination of this Agreement pursuant to Section 8.16.01, as the case may be, except that this Section 9.1 8.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time Closing or after termination of this Agreement, including those contained in Section 6.7.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Yahoo Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person party hereto shall terminate at the Effective Time or, except as provided in Section 8.27.2, upon the termination of this Agreement pursuant to Section 8.17.1, 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 Time or after termination of this Agreement, including those contained in Section 6.75.5 and Section 5.8.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Norcraft Companies, Inc.), Merger Agreement (Fortune Brands Home & Security, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.76.7 and Section 6.10.
Appears in 3 contracts
Samples: Merger Agreement (Apac Customer Services, Inc), Merger Agreement (Epicor Software Corp), Merger Agreement (Protection One Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate instrument delivered pursuant hereto by any Person shall terminate at the First Effective Time or, except as provided in Section 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 hereto which by its terms contemplates performance after the First Effective Time or after termination of this Agreement, including those contained in Section 6.76.6 and Section 6.9.
Appears in 3 contracts
Samples: Merger Agreement (Matterport, Inc./De), Merger Agreement (Matterport, Inc./De), Merger Agreement (Costar Group, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person party hereto shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.7) and Section 6.10.
Appears in 2 contracts
Samples: Merger Agreement (Steinway Musical Instruments Inc), Merger Agreement (Steinway Musical Instruments Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Company Merger Effective Time or, except as provided in Section 8.27.2, upon the termination of this Agreement pursuant to Section 8.17.1, as the case may be, except that this Section 9.1 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Company Merger Effective Time or after termination of this Agreement, including those contained in Section 6.75.7 and Section 5.10.
Appears in 2 contracts
Samples: Merger Agreement (Ares Capital Corp), Merger Agreement (American Capital, LTD)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.76.5, Section 6.8, and Section 6.18(e).
Appears in 2 contracts
Samples: Merger Agreement (Valassis Communications Inc), Merger Agreement (Harland Clarke Holdings Corp)
Non-Survival of Representations, Warranties and Agreements. The representations and Except as set forth in Section 8.2, the representations, warranties and covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 8.2, or upon the termination of this Agreement pursuant to Section 8.1Article VIII of this Agreement, as the case may be, except that this Section 9.1 9.11 shall not limit any covenant or agreement of the parties Parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 6.76.11.
Appears in 2 contracts
Samples: Merger Agreement (Eci Telecom LTD/), Merger Agreement (Eci Telecom LTD/)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person party hereto shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.76.7 and Section 6.10.
Appears in 2 contracts
Samples: Merger Agreement (Mips Technologies Inc), Merger Agreement (Gymboree Corp)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.76.6, Section 6.9, Section 8.2 and Section 8.3.
Appears in 1 contract
Samples: Merger Agreement (Hardinge Inc)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.7.6.6, Section 6.9, Section 8.3 and Section
Appears in 1 contract
Samples: Merger Agreement
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate instrument delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 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 performance, in whole or in part, after the Effective Time or after termination of this Agreement, including those contained in Section 6.76.6 and Section 6.9.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate instrument delivered pursuant hereto to this Agreement by any Person shall terminate at the Effective Time or, except as provided in Section 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 hereto which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 6.76.6 and Section 6.9.
Appears in 1 contract
Samples: Merger Agreement (Avantax, Inc.)
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person party hereto shall terminate at the Effective Time or, except as provided in Section 8.27.2, upon the termination of this Agreement pursuant to Section 8.17.1, as the case may be, except that this Section 9.1 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including those contained in Section 6.75.6 and Section 5.9.
Appears in 1 contract
Non-Survival of Representations, Warranties and Agreements. The representations and warranties and representations, warranties, covenants and agreements (to the extent such covenant or agreement contemplates or requires performance prior to the Closing) in this Agreement and any certificate delivered pursuant hereto by any Person shall terminate at the Effective Time or, except as provided in Section 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 Time or after termination of this Agreement, including those contained in Section 6.7.6.6, Section 6.9
Appears in 1 contract
Samples: Merger Agreement
