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

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.

Appears in 2 contracts

Samples: Agreement of Merger and Reorganization (Steel Dynamics Inc), Agreement of Merger and Reorganization (Roanoke Electric Steel Corp)

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Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.1, as the case may be, except that the agreements set forth in Articles 1 Article I and 2 Section 5.6, Section 5.14 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 5.15 shall survive the Effective TimeTime and those set forth in Section 5.3 and Section 7.3 and the Confidentiality Agreement in accordance with its terms shall survive termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quality Food Centers Inc), Agreement and Plan of Merger (Fred Meyer Inc)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may beAgreement, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(bArticle II, Section 6.7 (Employee Benefit Plans), 6.5Section 6.8 (Indemnification of Directors and Officers), 6.6, 6.9 Section 8.3 (Expenses and 6.11 Termination Fees) and this Article 9 IX shall survive the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Electro Scientific Industries Inc), Agreement and Plan of Merger and Reorganization (Zygo Corp)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.1, as the case may be, except that the agreements set forth in Articles 1 Article I, Section 5.5, Section 5.6 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 VIII shall survive the Effective TimeTime and those set forth in Section 5.3(c) and Section 7.3 and the Confidentiality Agreement in accordance with its terms shall survive termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sempra Energy), Agreement and Plan of Merger (K N Energy Inc)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)5.1, as the case may be, except that the agreements as set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective TimeSection 5.2.

Appears in 2 contracts

Samples: Agreement (Noranda Inc), Agreement (Falconbridge LTD \Can\)

Non-Survival of Representations, Warranties and Agreements. The representations, representations and warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except 8.1, as provided the case may be. The covenants and agreements contained in Section 8.2)this Agreement shall survive the Effective Time or termination of this Agreement, as the case may be, except that the agreements set forth and shall continue until they terminate in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.accordance with their terms. SECTION 8.4

Appears in 2 contracts

Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Gte Corp), Exhibit 1 Agreement and Plan of Merger (BBN Corp)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.01, as the case may be, except that the agreements set forth in Articles 1 II and 2 VIII and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 Section 5.05 shall survive the Effective TimeTime indefinitely.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Novartis Inc), Agreement and Plan of Merger (Novartis Inc)

Non-Survival of Representations, Warranties and Agreements. The Except as set forth in Section 7.2, the representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)7.1, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telxon Corp)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time Consummation Date or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.01, as the case may be, except that the agreements set forth in Articles 1 Article IX and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.35 42

Appears in 1 contract

Samples: Share Purchase Agreement (Imo Industries Inc)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties warranties, covenants and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth this Section 9.1 shall not limit any covenant or agreement contained in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive Agreement which by its terms contemplates performance after the Effective TimeTime (including, without limitation, Section 6.15 hereof) or the provisions of the Escrow and Indemnification Agreement.

Appears in 1 contract

Samples: Merger Agreement (Cosi Inc)

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Non-Survival of Representations, Warranties and Agreements. The representationsNotwithstanding any other provision of this Agreement, the representations and warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time earlier of either the Closing or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time9.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Value City Department Stores Inc /Oh)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth as provided in Articles 1 and 2 and Sections 6.3(bSection 8.2(a), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Embrex Inc /Nc/)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Articles 1 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.-----------

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parker Hannifin Corp)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may be6.1, except that the agreements those set forth in Articles 1 and 2 and Sections 6.3(bSection 4.5(b), 6.5Section 4.7, 6.6Section 4.8, 6.9 and 6.11 Section 6.1 and this Article 9 VII shall survive termination indefinitely (or to such earlier date as shall be specified by the Effective Timeterms of such provisions).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medical Imaging Centers of America Inc)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements set forth in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon except for the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2), as the case may be, except that the agreements undertaking set forth in Articles 1 and 2 and Sections 6.3(b)Section 8.4, 6.5, 6.6, 6.9 and 6.11 and this Article 9 which shall survive the Effective Time.until any applicable statute of limitations on asserting any such claim, liability or debt has expired or been resolved..

Appears in 1 contract

Samples: Agreement and Plan of Merger and Acquisition (Adama Technologies Corp)

Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1 (except as provided in Section 8.2)8.1, as the case may be, except that the agreements set forth in Article 1, Section 6.6 and Articles 1 8 and 2 and Sections 6.3(b), 6.5, 6.6, 6.9 and 6.11 and this Article 9 shall survive the Effective Time.Time and those set forth in Section 6.3, 45

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kindercare Learning Centers Inc /De)

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