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

Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties or covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except that this Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time, which shall survive to the extent expressly provided for herein.

Appears in 4 contracts

Samples: Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Maxlinear Inc)

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Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties warranties, covenants or covenants agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement and the Affiliate Agreements which shall survive in accordance with their terms) shall survive the Effective Time Time, except for Section 5.9, Section 5.11 and Section 5.12 and for any other covenant and agreement contained in this Agreement that this Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance applies or is to be performed in whole or in part after the Effective Time, which shall survive to the extent expressly provided for herein.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Summit Financial Group, Inc.), Merger Agreement (Burke & Herbert Financial Services Corp.), Agreement and Plan of Reorganization (FVCBankcorp, Inc.)

Non-Survival of Representations, Warranties and Covenants. None of the representations, representations and warranties or covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except that this Section 8.1 shall not limit any covenant or agreement Time. None of the parties which by its terms contemplates performance after covenants or agreements of the Parties in this Agreement shall survive the Effective Time, which shall survive to other than (a) the extent expressly provided for herein.covenants and agreements contained in this Article IX, the agreements of Parent, Merger Sub and the Company in Article III, and Section 6.12 (

Appears in 2 contracts

Samples: Merger Agreement (China Customer Relations Centers, Inc.), Merger Agreement (Gridsum Holding Inc.)

Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties or covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except that Time. Notwithstanding the foregoing, this Section 8.1 10.01 shall not limit any covenant or agreement of the parties which Parties that, by its terms terms. contemplates performance after the Effective Time, which shall survive to the extent expressly provided for herein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stephan Co), Merger Agreement (Stephan Co)

Non-Survival of Representations, Warranties and Covenants. None of the representations, representations and warranties or covenants contained in this Agreement or in any instrument delivered pursuant to under this Agreement shall will survive the Effective Time except that this Time. This Section 8.1 shall does not limit any covenant or agreement of the parties which contained in this Agreement which, by its terms terms, contemplates performance after the Effective Time, which shall . The Confidentiality Agreements will survive to the extent expressly provided for hereintermination of this Agreement in accordance with its terms.

Appears in 2 contracts

Samples: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp)

Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties or covenants contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except that this Time, other than the covenants contained in Section 8.1 shall not limit 6.6, Section 6.8, Section 6.10 and any covenant or agreement of the parties other covenants which by its their terms contemplates contemplate performance after the Effective Time, which shall survive to the extent expressly provided for herein.

Appears in 1 contract

Samples: Acquisition Agreement (Wolverine Partners Corp.)

Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties or covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except Time; provided, however, that this Section 8.1 9.14 shall not limit any covenant or agreement of the parties which herein that, by its terms terms, contemplates performance at or after the Effective Time, which shall survive Closing (including any obligation to the extent expressly provided for hereinhold a party harmless or any covenant entitling a Person to rely upon any other Person) until such covenant or agreement has been performed or satisfied or any claim based on fraud.

Appears in 1 contract

Samples: Merger Agreement (Forum Merger III Corp)

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Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties or covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except Time; provided, however, that this Section 8.1 10.5 shall not limit any covenant or agreement of the parties which herein that, by its terms terms, contemplates performance after the Effective Time, which shall survive Closing (including any obligation to the extent expressly provided for hereinhold a party harmless or any covenant entitling a Person to rely upon any other Person) until such covenant or agreement has been performed or satisfied or any claim based on fraud.

Appears in 1 contract

Samples: Merger Agreement (Forum Merger II Corp)

Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties or covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except that this Section 8.1 10.6 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time, which shall survive to the extent expressly provided for herein.

Appears in 1 contract

Samples: Merger Agreement (GAN LTD)

Non-Survival of Representations, Warranties and Covenants. None of the representations, representations and warranties or covenants of the Parties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time except that this Section 8.1 shall not limit any covenant or agreement Acceptance Time. None of the parties which by its terms contemplates performance after covenants or agreements in this Agreement shall survive the Effective Time, which shall survive to other than (a) the extent expressly provided for herein.covenants and agreements contained in this Article X, the agreements of Parent, Purchaser and the Company in Article I (The Offer), Article III (Conversion of Securities;

Appears in 1 contract

Samples: Merger Agreement (Conceptus Inc)

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