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

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 and Section 6.14) that by their terms are to be performed in whole or in part after the Effective Time and this Article IX.

Appears in 6 contracts

Samples: Merger Agreement (Medytox Solutions, Inc.), Merger Agreement (CollabRx, Inc.), Merger Agreement (Amtech Systems Inc)

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Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Article I Section 7.8 (Directors’ and Article II, Section 6.6, Section 6.7, Section 6.8 Officers’ Indemnification and Section 6.14Insurance)) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IX.X.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Merger Agreement (Lantheus Holdings, Inc.)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 5.6 and Section 6.145.9) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IXVIII.

Appears in 2 contracts

Samples: Merger Agreement (Cnet Networks Inc), Merger Agreement (Adaptive Broadband Corp)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants covenants, and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements, and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements, and agreements other provisions contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 and Section 6.14) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IXIX (including without limitation Section 5.6).

Appears in 2 contracts

Samples: Merger Agreement (Cal Dive International, Inc.), Merger Agreement (Horizon Offshore Inc)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 (Directors' and Section 6.14Officers' Indemnification and Insurance)) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IX.

Appears in 2 contracts

Samples: Merger Agreement (Jersey Partners Inc.), Merger Agreement (Jersey Partners Inc.)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 and Section 6.14) that by their terms apply or are to be performed in whole or in part after the Effective Time Time, including without limitation, Article II and Sections 6.3, 6.6, 6.7, 6.11 and 6.12 of this Agreement and (ii) this Article IX.

Appears in 2 contracts

Samples: Merger Agreement (Rouse Company), Merger Agreement (General Growth Properties Inc)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Article I Section 6.9) (Directors’ and Article II, Section 6.6, Section 6.7, Section 6.8 Officers’ Indemnification and Section 6.14Insurance) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IX.

Appears in 2 contracts

Samples: Merger Agreement (Nymex Holdings Inc), Merger Agreement (Cme Group Inc.)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 6.2 and Section 6.14Schedule 6.2(a)) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IX.

Appears in 2 contracts

Samples: Merger Agreement (America Online Inc), Merger Agreement (Time Warner Inc/)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 and Section 6.14) that by their terms apply or are to be performed in whole or in part after the Effective Time Time, including without limitation, the applicable provisions of Article II, VI, VIII, and this Article IX.

Appears in 2 contracts

Samples: Merger Agreement (Sizeler Property Investors Inc), Merger Agreement (Revenue Properties Co LTD)

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Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 and Section 6.14) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IXIX (including without limitation Section 6.7).

Appears in 2 contracts

Samples: Merger Agreement (Burlington Resources Inc), Merger Agreement (Conocophillips)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 (Directors’ and Section 6.14Officers’ Indemnification and Insurance)) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IX.

Appears in 2 contracts

Samples: Merger Agreement (Cme Group Inc.), Merger Agreement (GFI Group Inc.)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 6.2 and Section 6.14Exhibit 6.2) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IXArticle.

Appears in 1 contract

Samples: Merger Agreement (Ziasun Technologies Inc)

Non-Survival of Representations, Warranties and Agreements. None ---------------------------------------------------------- of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants covenants, agreements and other agreementsprovisions, shall survive the Effective Time, except for those covenants covenants, agreements and agreements other provisions contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 and Section 6.14) that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article IX.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phillips Petroleum Co)

Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, and the other agreements and documents contemplated to be delivered in connection herewith, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein (including Article I and Article II, Section 6.6, Section 6.7, Section 6.8 and Section 6.14) that by their terms apply or are to be performed in whole or in part at or after the Effective Time and (ii) this Article IX.

Appears in 1 contract

Samples: Merger Agreement (Toys R Us Inc)

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