Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective Time, except for those covenants and agreements that, by their terms, contemplate performance after the Effective Time.
Appears in 7 contracts
Samples: Business Combination Agreement (Alpha Healthcare Acquisition Corp Iii), Business Combination Agreement (BOA Acquisition Corp.), Agreement and Plan of Merger (Big Cypress Acquisition Corp.)
Non-Survival. The representations, representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Effective Time) in this Agreement shall terminate at the Effective Time, except for those covenants . Each covenant and agreements agreement contained herein that, by their its terms, contemplate expressly contemplates performance after the Effective TimeTime shall so survive the Effective Time in accordance with its terms.
Appears in 5 contracts
Samples: Business Combination Agreement (Cascadia Acquisition Corp.), Sponsor Letter Agreement (Environmental Impact Acquisition Corp), Subscription Agreement (ARYA Sciences Acquisition Corp III)
Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective Time, except (a) for those covenants and agreements that, by their terms, survive or contemplate performance after the Effective TimeTime and (b) this Article 9 and any corresponding definitions set forth in Article 1.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Assure Holdings Corp.), Agreement and Plan of Merger (Akerna Corp.), Agreement and Plan of Merger (Adit EdTech Acquisition Corp.)
Non-Survival. The representations, warranties, agreements and covenants in this Agreement Agreement, or in any instrument, document or certificate delivered pursuant to this Agreement, shall terminate at the Effective Time, except for (a) those covenants and agreements that, by their terms, contemplate performance after the Effective Time, and (b) those representations and warranties set forth in Section 3.25, Section 3.27, Section 4.19 and Section 4.19.
Appears in 3 contracts
Samples: Business Combination Agreement (Strathspey Crown Holdings Group, LLC), Business Combination Agreement (Redwoods Acquisition Corp.), Registration Rights Agreement (Priveterra Acquisition Corp.)
Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective TimeClosing Date, except for those covenants and agreements that, by their express terms, contemplate performance after the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Business Combination Agreement (VivoPower International PLC), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD), Business Combination Agreement (Cactus Acquisition Corp. 1 LTD)
Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective TimeDate, except for those covenants and agreements that, by their express terms, contemplate performance after the Effective TimeDate.
Appears in 2 contracts
Samples: Business Combination Agreement (NewAmsterdam Pharma Co N.V.), Business Combination Agreement (Frazier Lifesciences Acquisition Corp)
Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective Time, except for those covenants and agreements that, by their terms, contemplate performance after the Effective Time.. Notwithstanding the foregoing:
Appears in 2 contracts
Samples: Business Combination Agreement (Bannix Acquisition Corp.), Business Combination Agreement (Bannix Acquisition Corp.)
Non-Survival. The representations, representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Effective Time) of the Parties set forth in this Agreement shall terminate at the Effective Time, except for those covenants . Each covenant and agreements agreement contained herein that, by their its terms, contemplate expressly contemplates performance after the Effective TimeTime shall so survive the Effective Time in accordance with its terms.
Appears in 1 contract
Samples: Business Combination Agreement (Environmental Impact Acquisition Corp)
Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective Time, except for those covenants and agreements that, by their terms, contemplate performance after the Effective TimeClosing.
Appears in 1 contract
Samples: Business Combination Agreement (Investindustrial Acquisition Corp.)
Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective Time, except for those covenants and agreements in this Agreement that, by their terms, expressly contemplate performance or survival after the Effective Time, which covenants and agreements shall so survive the Effective Time in accordance with their terms; provided that the foregoing shall not limit any Party’s rights in the event of another Party’s Willful Breach of any agreement and covenant set forth in Section 4(a) or Section 11 prior to the Effective Time.
Appears in 1 contract
Samples: Sponsor Support Agreement (Montes Archimedes Acquisition Corp)
