Nonsurvival. 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, except those covenants and agreements that by their terms apply or are to be performed in whole or in part after the Effective Time shall survive the Effective Time for the period set forth therein or until fully performed.
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. 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. 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 and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time.
Nonsurvival. The representations and warranties by the parties contained in this Agreement or in any certificate delivered pursuant hereto shall not survive, and shall terminate contemporaneous with, the Closing.
Nonsurvival. This Article IX and those covenants and agreements set forth in this Agreement and any other agreement, document, instrument or certificate required by this Agreement to be executed by the parties in connection with the transactions contemplated hereby and thereby (the “Ancillary Documents”) that by their terms contemplate performance in whole or in part after the Closing shall survive the Closing. All other representations, warranties, covenants and agreements in this Agreement and any Ancillary Document (including, without limitation, the warranties in Article III and Article IV, the covenants set forth in Section 6.01 and the certificates delivered pursuant to Section 7.02(c)) shall not survive the Closing; provided, that the provisions of this sentence will not, however, prevent or limit a cause of action arising from the Sellers’ Fraud.
Nonsurvival. The representations, warranties, covenants and agreements of the Parties contained in this Agreement shall not survive beyond the Effective Time and there shall be no liability in respect thereof, whether such liability has accrued prior to or after the Effective Time, on the part of any Party, its Affiliates or any of their respective partners, members, officers, directors, agents or Representatives, except for those covenants and agreements that by their terms apply or are to be performed in whole or in part after the Effective Time.
Nonsurvival. The representations warranties and covenants contained in Sections 2.02, 3.01 (a)-( j), (m), (o) and (r); Section 3.02; Sections 4.02(b), (c) and (d); Section 5.04; Section 5.06; Section 6.01; Section 8.02; Sections 9; and Section 11 shall survive the Closing and the Final Settlement Date; provided, the representations and warranties Seller or Buyer contained in Sections 3.01(a)- (j), (m) and (o) and 3.02 of this Agreement shall survive the Closing but only for a period of one (1) year from the Effective Time and provided, further, Sections 3.01(r) shall survive the Closing, but only for a period of six (6) months from the Effective Time. Except as provided above, all other representations, warranties, covenants, agreements and conditions provided for herein shall not survive the Closing Date.
Nonsurvival. The representations, covenants and agreements of the parties contained in this Agreement shall terminate on the Effective Date. [SIGNATURES APPEAR ON THE NEXT PAGE] Reorganization Agreement and Plan of Share Exchange 4
