Nonsurvival Sample Clauses

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 or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein that by their respective terms are required to be performed in whole or in part after the Closing.

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. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time.

Nonsurvival. Except as set forth in the following sentence, the representations, warranties, covenants and agreements of the Buyer, Selling Parties and the Company contained in this Agreement or any Ancillary Agreement or in any certificate delivered in connection herewith or therewith will not survive beyond the Closing such that no claim for breach of any such representation, warranty, covenant or agreement may be brought after the Closing with respect thereto against Buyer, any Selling Party or the Company, and there will be no Liability in respect thereof. Notwithstanding the foregoing or anything in this Agreement or the Ancillary Agreements to the contrary, the parties acknowledge and agree that nothing herein shall limit the parties’ rights or recoveries in respect of any claims arising out of or relating to (a) any breaches of any covenants or agreements set forth in this Agreement or any Ancillary Agreement to be performed or complied with at or after the Closing and then only until such covenants and agreements have been fully performed, or (b) Fraud (the “Surviving Claims”). In furtherance of the foregoing but subject to the Surviving Claims, Buyer and each of its Affiliates hereby waives, from and after the Closing, to the fullest extent permitted under applicable Legal Requirements, any and all rights, claims and causes of action it may have against any of the Selling Parties, the Company and their respective Affiliates, and its and their respective former or current general or limited partners, equityholders, managers, directors, officers, employees, accountants, consultants, legal counsel, agents and other representatives, relating to the subject matter of this Agreement based upon predecessor or successor liability, contribution, tort, strict liability or any Legal Requirement or otherwise. Without limiting the generality of the foregoing from and after the Closing, but subject to the Surviving Claims: (a) Buyer hereby waives any statutory and common law remedies, including remedies that may be available under Environmental Laws, with respect to matters relating to the transactions contemplated by this Agreement (including with respect to any environmental, health or safety matters); (b) after the Closing Date, neither Buyer nor any of its Affiliates may seek the rescission of the transactions contemplated by this Agreement; (c) the provisions of and the limitation of remedies provided in this Section 10.1 were specifically bargained for between the par...

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, covenants and agreements of the Sellers 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 Sellers or any of its Affiliates, or any of their respective owners of Equity Interests, officers, directors, employees, agents, Representatives, successors and permitted assigns (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, except for those covenants and agreements contained herein that by their express terms apply or are to be performed in whole or in part after the Closing. Notwithstanding the foregoing, nothing in this Section 10.1 shall (or shall be deemed to) limit any claim against any Person for such Person’s Fraud with respect to the representations and warranties contained herein.

Nonsurvival. None of the representations, warranties, covenants and agreements in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.3 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time including, without limitation, those contained in Article III and Sections 5.9, 5.10, 8.1 and 8.8 hereto, and the last two sentences of Section 5.2 hereof.

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. This Section 10.01 shall not limit any covenant or agreement in this Agreement to the extent such covenant or agreement by its terms requires performance after the Closing (the “Post-Closing Covenants”). IN FURTHERANCE OF THE FOREGOING, EFFECTIVE AS OF THE CLOSING, EXCEPT WITH RESPECT TO THE POST-CLOSING COVENANTS OR AS SET FORTH IN THE ANCILLARY AGREEMENTS AND ANY OTHER AGREEMENTS BETWEEN ACQUIROR AND/OR ITS AFFILIATES, ON THE ONE HAND, AND MERGER BUYER AND/OR ITS AFFILIATES, ON THE OTHER HAND, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION THAT SUCH PARTY MAY HAVE AGAINST THE OTHER PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES UNDER OR BASED UPON ANY PRINCIPLE OF EQUITY OR ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION WITH RESPECT TO ANY ACTIONS OR OMISSIONS THAT OCCURRED PRIOR TO THE CLOSING WITH RESPECT TO THE BUSINESS, TRANSFERRED ASSETS, ASSUMED LIABILITIES, THE ENERGY STORAGE BUSINESS, THE EXCLUDED ASSETS, THE EXCLUDED LIABILITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE CLAIM.