Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.
Appears in 24 contracts
Samples: Agreement and Plan of Merger (V F Corp), Merger Agreement (Timberland Co), Merger Agreement (Abbott Laboratories)
Non-Survival of Representations, Warranties, Covenants 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 that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.
Appears in 13 contracts
Samples: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) those contained in this Article IX.
Appears in 10 contracts
Samples: Merger Agreement (Karuna Therapeutics, Inc.), Merger Agreement (CorePoint Lodging Inc.), Merger Agreement (CorePoint Lodging Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein to the extent that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXTime.
Appears in 8 contracts
Samples: Merger Agreement (Xueda Education Group), Merger Agreement (ChinaEdu CORP), Merger Agreement (RDA Microelectronics, Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein to the extent that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) those contained in this Article IX.
Appears in 6 contracts
Samples: Merger Agreement (Ingram Micro Inc), Merger Agreement (Brightpoint Inc), Merger Agreement (Kinetic Concepts Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article ARTICLE IX.
Appears in 6 contracts
Samples: Merger Agreement (Sigilon Therapeutics, Inc.), Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Symmetry Surgical Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXARTICLE 9.
Appears in 6 contracts
Samples: Merger Agreement (National Holdings Corp), Merger Agreement (Gilman Ciocia, Inc.), Merger Agreement (Ophthalmic Imaging Systems)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article IXVIII. The Confidentiality Agreement will survive termination of this Agreement in accordance with its terms.
Appears in 6 contracts
Samples: Merger Agreement (Duckhorn Portfolio, Inc.), Merger Agreement (Vapotherm Inc), Merger Agreement (Vapotherm Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument certificate 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 that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXTime.
Appears in 6 contracts
Samples: Employee Matters Agreement (Acco World Corp), Merger Agreement (Fortune Brands Inc), Merger Agreement (General Binding Corp)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and agreements of the parties 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 agreements, Agreement shall survive the Effective Time; provided, except for (i) those covenants and agreements contained herein however, that by their terms apply this Section 8.01 shall not limit any covenant or are to be performed agreement of the parties in whole this Agreement or in part any instrument delivered pursuant to this Agreement to the extent that such covenant or agreement contemplates performance after the Effective Time and (ii) this Article IXTime.
Appears in 5 contracts
Samples: Merger Agreement (GLAUKOS Corp), Merger Agreement (Clear Channel Outdoor Holdings, Inc.), Merger Agreement (Finisar Corp)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article IXVIII.
Appears in 3 contracts
Samples: Merger Agreement (Wyndham Hotels & Resorts, Inc.), Merger Agreement (Wyndham Worldwide Corp), Merger Agreement (La Quinta Holdings Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and agreements of the Parties 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 agreements, Agreement shall survive the Effective Time; provided, except for (i) those covenants and agreements contained herein however, that by their terms apply this Section 8.01 shall not limit the enforceability of any covenant or are to be performed agreement of the Parties in whole this Agreement or in part any instrument delivered pursuant to this Agreement to the extent that such covenant or agreement contemplates performance after the Effective Time and (ii) this Article IXTime.
Appears in 3 contracts
Samples: Partnership Restructuring Agreement (Calumet Specialty Products Partners, L.P.), Partnership Restructuring Agreement (Calumet Specialty Products Partners, L.P.), Partnership Restructuring Agreement (Hess Midstream Partners LP)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants covenants, and 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, and agreements, shall will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article ARTICLE IX.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (TESARO, Inc.), Merger Agreement (TESARO, Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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, and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXTime.
Appears in 3 contracts
Samples: Merger Agreement (Bryan Steam Corp), Merger Agreement (Burnham Corp), Merger Agreement (Bryan Steam Corp)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.
Appears in 3 contracts
Samples: Merger Agreement (Krispy Kreme Doughnuts Inc), Merger Agreement (Caribou Coffee Company, Inc.), Merger Agreement (Peets Coffee & Tea Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) those contained in Section 7.15(e) and this Article IX.X.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Merger, Merger Agreement (ITC Holdings Corp.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time Time, and (iib) this Article ARTICLE IX.
Appears in 3 contracts
Samples: Merger Agreement (Stemcells Inc), Merger Agreement (Synageva Biopharma Corp.), Merger Agreement (Trimeris Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article IX.
Appears in 3 contracts
Samples: Merger Agreement (Netratings Inc), Merger Agreement (United Rentals Inc /De), Merger Agreement (Vnu Group B.V.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the The representations, warranties, covenants and agreements contained 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 agreements, Agreement shall not survive the Merger but shall terminate at the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.
Appears in 2 contracts
Samples: Merger Agreement (Chemi Trol Chemical Co), Merger Agreement (Chemi Trol Chemical Co)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein to the extent that by their express terms apply or are to be performed in whole or in part after the Effective Time and (iib) those contained in this Article IXVIII.
Appears in 2 contracts
Samples: Merger Agreement (Xo Holdings Inc), Merger Agreement (Icahn Carl C)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXTime.
Appears in 2 contracts
Samples: Merger Agreement (Zhangmen Education Inc.), Merger Agreement (Team Health Holdings Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time Time, and (iib) this Article IXVIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Merger Agreement (Biosante Pharmaceuticals Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein to the extent that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) those contained in this Article IXVIII.
Appears in 2 contracts
Samples: Merger Agreement (Integral Systems Inc /Md/), Merger Agreement (Kratos Defense & Security Solutions, Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article IX.
Appears in 2 contracts
Samples: Merger Agreement (Prevail Therapeutics Inc.), Merger Agreement (Akouos, Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None Subject to Section 8.2(a) hereof, none of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article ARTICLE IX.
Appears in 2 contracts
Samples: Merger Agreement (Jekogian Iii Nickolas W), Merger Agreement (Wilshire Enterprises Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXARTICLE 10.
Appears in 2 contracts
Samples: Merger Agreement (American BriVision (Holding) Corp), Agreement and Plan of Merger (American BriVision (Holding) Corp)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time or after the termination of this Agreement and (iib) those contained in this Article IX.
Appears in 2 contracts
Samples: Merger Agreement (Rite Aid Corp), Merger Agreement (Walgreens Boots Alliance, Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument or agreement delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time; provided, except for (i) those covenants and agreements contained herein however, that this Section 9.1 shall not limit any covenant or agreement of the parties which by their its terms apply or are to be performed in whole or in part contemplates performance after the Effective Time and (ii) this Article IXTime.
Appears in 2 contracts
Samples: Merger Agreement (Parker Hannifin Corp), Merger Agreement (Clarcor Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the All representations, warranties, covenants and agreements contained 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 agreements, ) shall not survive beyond the Effective Time, except for (i) those covenants and the agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time Article I and (ii) this Article IXSection 4.8.
Appears in 1 contract
Samples: Merger Agreement (N-Vision Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective Time, except for (i1) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii2) this Article ARTICLE IX.
Appears in 1 contract
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective TimeClosing, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time Closing and (iib) this Article IXVII.
Appears in 1 contract
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants covenants, and 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, and agreements, shall will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article IXARTICLE VIII.
Appears in 1 contract
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article ARTICLE IX.
Appears in 1 contract
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXVII.
Appears in 1 contract
Samples: Merger Agreement (Midland Co)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.
Appears in 1 contract
Samples: Merger Agreement (SpineZ)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and agreements in this Agreement Agreement, or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IXTime.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Condor Hospitality Trust, Inc.)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) those covenants and agreements set forth in this Article IX.
Appears in 1 contract
Samples: Merger Agreement (Einstein Noah Restaurant Group Inc)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) those contained in this Article IX.ARTICLE X.
Appears in 1 contract
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall will survive the Effective Time, except for (i1) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii2) this Article IX.
Appears in 1 contract
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall survive the First Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the First Effective Time and (iib) this Article IX.
Appears in 1 contract
Samples: Merger Agreement (Diligent Corp)
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and 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 agreements, shall Agreement will survive the Effective Time, except for (ia) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (iib) this Article IX. The Confidentiality Agreement will survive termination of this Agreement in accordance with its terms.
Appears in 1 contract
Non-Survival of Representations, Warranties, Covenants and Agreements. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered by the Company, Parent or Merger Sub pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.
Appears in 1 contract
Samples: Merger Agreement (Penton Media Inc)
Non-Survival of Representations, Warranties, Covenants 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 that by their terms apply or are to be performed contemplate performance in whole or in part after the Effective Time and (ii) this Article IX.
Appears in 1 contract
