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: Agreement and Plan of Merger (Crescent Capital BDC, Inc.), Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (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: Agreement and Plan of Merger (P&f Industries Inc), Agreement and Plan of Merger (Twitter, Inc.), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Mr. Cooper Group Inc.), Agreement and Plan of Merger (Home Point Capital Inc.), Agreement and Plan of Merger (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: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.), Agreement and Plan of Merger (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 6.76.7 and Section 6.10.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Apac Customer Services, Inc), Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger, Agreement and Plan of Merger (Norcraft Companies, Inc.), Agreement and Plan of Merger (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 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 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: Agreement and Plan of Merger and Reorganization (Matterport, Inc./De), Agreement and Plan of Merger and Reorganization (Matterport, Inc./De), Agreement and Plan of Merger and Reorganization (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 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: Agreement and Plan of Merger (Millennial Media Inc.), Agreement and Plan of Merger (Dealertrack Technologies, Inc), Agreement and Plan of Merger (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 6.76.5, Section 6.8, and Section 6.18(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Harland Clarke Holdings 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 6.76.6 and Section 6.9.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revlon Inc /De/), Agreement and Plan of Merger (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 6.21.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Television Inc), Agreement and Plan of Merger (BHC Communications 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 6.76.7 and Section 6.14.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thestreet, Inc.), Agreement and Plan of Merger (theMaven, 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: Agreement and Plan of Merger (Ares Capital Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Steinway Musical Instruments Inc), Agreement and Plan of Merger (Steinway Musical Instruments Inc)
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: Agreement and Plan of Merger (Eci Telecom LTD/), Agreement and Plan of Merger (Eci Telecom LTD/)
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 6.76.12.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gilat Satellite Networks 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 8.27.2, 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
Samples: Agreement and Plan of Merger (Peerless Systems 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 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
Samples: Agreement and Plan of Merger (Charah Solutions, 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 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
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: Agreement and Plan of Merger
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
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 6.7.6.6 and Section 6.9. Section 9.2
Appears in 1 contract
