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

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIII.

Non-Survival of Representations, Warranties and Covenants. Except (xa) as otherwise contemplated by Section 12.2 10.2 or (yb) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, obligation or other agreement and provision such rights shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein or therein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXI.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Merger Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Merger Closing (and there shall be no liability after the Share Exchange Merger Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Merger Closing and then only with respect to any breaches occurring after the Share Exchange Merger Closing and (b) this Article XIII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 10.2, or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, obligation and other agreement and provision such rights shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXI.

Non-Survival of Representations, Warranties and Covenants. Except (xa) as otherwise contemplated by Section 12.2 or (yb) in the case of claims against a Person in respect of such Person’s actual knowing and intentional fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (ai) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (bii) this Article XIII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 11.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Acquisition Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Acquisition Effective Time (and there shall be no liability after the Share Exchange Acquisition Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Acquisition Closing and then only with respect to any breaches occurring after the Share Exchange Acquisition Closing and (b) this Article XIIIXII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Amalgamation Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Amalgamation Effective Time (and there shall be no liability after the Share Exchange Amalgamation Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Amalgamation Closing and then only with respect to any breaches occurring after the Share Exchange Amalgamation Closing and (b) this Article XIII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 11.2 or (y) in the case of claims against a Person party in respect of such Personparty’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing termination of this Agreement or the Closing, as applicable, and each such representation, warranty, covenant, obligation, agreement and provision all of the foregoing shall terminate and expire upon the occurrence of such termination or the Share Exchange Closing Effective Time (and there shall be no liability after such termination or the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXII.

Non-Survival of Representations, Warranties and Covenants. 8.1 Except (xa) as otherwise contemplated by Section 12.2 10.2, . or (yb) in the case of claims against a Person in respect of such Person’s actual knowing and intentional fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing closing in respect thereof), except for (ai) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing closing and then only with respect to any breaches occurring after the Share Exchange Closing closing and (bii) this Article XIIIVIII.

Non-Survival of Representations, Warranties and Covenants. Except (xa) as otherwise contemplated by Section 12.2 10.3 and the Joinder Agreement or (yb) in the case of claims against a Person in respect of such Person’s actual knowing and intentional fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (ai) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (bii) this Article XIIIXI.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 11.2 or, solely for purposes of any claims made under the R&W Insurance Policy, by Article XII or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 10.2, or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision other provisions and such rights shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXI.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 10.2 or as otherwise specifically set forth herein, or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, obligation and other agreement and provision such rights shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXI.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 12.1(g) or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Merger Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing (and any corresponding definitions included therein) and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXIII and any corresponding definitions included herein.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud11.2, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificateAncillary Agreement or certificate (including confirmations therein), statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing Closing, and each such representation, warranty, covenant, obligation, agreement and provision the foregoing shall terminate and expire upon the occurrence of the Share Exchange Closing (and there shall be no liability Liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein or therein that by their terms expressly apply in whole or in part after the Share Exchange Closing Closing, including but not limited to the covenants and agreements contained in Section 7.6, Section 9.4(a) and Section 9.4(b), and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 8.2 or (y) in the case of claims against a Person party in respect of such Personparty’s actual fraudIntentional Fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing termination of this Agreement or the Closing, as applicable, and each such representation, warranty, covenant, obligation, agreement and provision all of the foregoing shall terminate and expire upon the occurrence of such termination or the Share Exchange Closing (and there shall be no liability after such termination or the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIII.X.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 10.2 or, solely for purposes of any claims made under the R&W Insurance Policy, by Article XI, or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 11.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXII.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 10.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Closing Closing, and each such representationall of the representations, warrantywarranties, covenantcovenants, obligation, agreement and provision obligations or other agreements in this Agreement shall terminate and expire upon the occurrence of the Share Exchange Closing Effective Time (and there shall be no liability after the Share Exchange Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Closing and then only with respect to any breaches occurring after the Share Exchange Closing and (b) this Article XIIIXI.

Non-Survival of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 12.2 11.2 or (y) in the case of claims against a Person in respect of such Person’s actual fraud, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Share Exchange Second Closing and each such representation, warranty, covenant, obligation, agreement and provision shall terminate and expire upon the occurrence of the Share Exchange Closing Second Merger Effective Time (and there shall be no liability after the Share Exchange Second Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Share Exchange Second Closing and then only with respect to any breaches occurring after the Share Exchange Second Closing and (b) this Article XIIIXII.