Nonsurvival. None of the representations, warranties, covenants and agreements set forth in this Agreement other than this Section 8.12 shall survive the Effective Time, except for those covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time.
Nonsurvival. 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 those covenants and agreements contained herein that by their terms expressly apply or are to be performed in whole or in part after the Effective Time and those set forth in this ARTICLE XII.
Nonsurvival. None of the representations, warranties, covenants and agreements set forth in this Agreement other than Section 5.9 and this Section 8.14 shall survive the Effective Time, except for those covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time. [Remainder of page was intentionally left blank; signature page follows]
Nonsurvival. The representations, warranties, covenants and agreements of the Seller and the Company contained in this Agreement or in any certificate delivered in connection herewith will not survive beyond the Closing such that no claim for breach of any such representation or warranty, covenant, or agreement, detrimental reliance or any other right or remedy (whether in Contract, in tort, or at law or in equity) may be brought after the Closing with respect thereto against the Seller or any of its Affiliates, or any of their respective owners of Equity Interests, officers, directors, employees, agents, Representatives, successors and permitted assigns (collectively, the “Seller Group”), and there will be no Liability in respect thereof, whether such purported Liability has accrued prior to, on or after the Closing, on the part of any member of the Seller Group. Notwithstanding the foregoing, the parties acknowledge and agree that preceding sentence shall not apply to any claims arising out of or relating to (a) any breaches of any covenants set forth in this Agreement, (b) any Person’s intentional fraud with respect to the representations and warranties contained herein, or (c) with respect to the Buyer, any claims made under the RWI (collectively, the “Unreleased Claims”). The Buyer acknowledges and agrees that neither Buyer nor any other Person may avoid such limitation on liability by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (y) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations and warranties contained in this Agreement.
Nonsurvival. 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 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 this Article XI. Nothing in this Section 11.2 shall relieve any party for any breach of any representation, warranty, covenant or other agreement in this Agreement occurring prior to termination.
Nonsurvival. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time.
Nonsurvival. The representations, covenants and agreements of the parties contained in this Agreement shall terminate on the Effective Date.
Nonsurvival. (1) The representations and warranties of Trustee contained in this Joinder shall survive the Closing for a period of twelve (12) months from and after the Closing Date.
(2) The covenants of Trustee contained in this Joinder shall terminate as of the Closing.
(3) No other representations, warranties covenants and agreements contained in the Agreement shall be enforceable against Trustee. Trustee execution of this Joinder is to be effective as of the Closing Date.
Nonsurvival. (a) The representations and warranties contained in Sections 3.01 and 3.02, shall survive the Closing for a period of twelve (12) months from and after the Closing Date. No other representations and warranties contained in this Agreement shall survive Closing.
(b) The covenants and agreements contained in Sections 4.02(a), 11.06, 11.11 and 11.12, as well as all of this Article IX shall survive the Closing for an indefinite period. All other covenants and agreements contained in this Agreement shall not survive the Closing.
Nonsurvival. Except for the covenants and agreements set forth in Sections 1.8, 3.12 and this Section 7.2, which shall survive the Effective Time, none of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time (other than the Ancillary Documents which by the terms are effective as of the Effective Time) and, if the Closing occurs, no Party or any other Person shall have any liability in respect thereof, whether such liability has accrued prior to, at or after the Effective Time. Each Party agrees that after the Effective Time, it shall not have any right to make any claim for breach of this Agreement, except with respect to Sections 1.8, 3.12 and this Section 7.2. In furtherance of the foregoing, except with respect to Sections 1.8, 3.12 and this Section 7.2, each Party hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action, obligations or liabilities arising out of a breach of this Agreement or any instrument delivered pursuant to this Agreement (other than the Ancillary Documents which by the terms are effective as of the Effective Time).
