Common use of Nonsurvival of Representations, Warranties and Agreements Clause in Contracts

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the agreements contained in Article II and Sections 5.6, 5.7, 5.9, 5.10 and 5.11, the last sentence of Section 7.3 and this Article VIII in its entirety which shall survive termination indefinitely.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Ilm Senior Living Inc /Va), Agreement and Plan of Merger (Ilm Ii Senior Living Inc /Va), Agreement and Plan of Merger (Capital Senior Living Corp)

AutoNDA by SimpleDocs

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the agreements contained in Article II and Sections 5.6, 5.75.8, 5.9, 5.10 5.10, 5.11, and 5.115.12, the last sentence of Section 7.3 and this Article VIII in its entirety which shall survive termination indefinitely.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Capital Senior Living Corp), Agreement and Plan of Merger (Capital Senior Living Corp), Trust Agreement (Ilm Senior Living Inc /Va)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the agreements contained in Article II Articles I and II, Sections 5.66.10, 5.76.12, 5.96.13, 5.10 6.16, 6.17, 6.18, 8.2 and 5.118.3, the last sentence of Section 7.3 and 9.4, this Article VIII in its entirety which IX and the Affiliate Agreements. The Confidentiality Agreement shall survive termination indefinitelythe execution and delivery of this Agreement pursuant to its terms and conditions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Data General Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the agreements contained in Articles I and II, Sections 6.11, 6.12, 6.13, 6.18(c), 6.18(e), 6.20 and Article II IX, and Sections 5.6, 5.7, 5.9, 5.10 and 5.11, the last sentence agreements of the Affiliates delivered pursuant to Section 7.3 and this Article VIII in its entirety which 6.09. The Confidentiality Agreement shall survive termination indefinitelythe execution and delivery of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, but shall expire with and be terminated and extinguished upon the Effective Time, except for the agreements contained in Articles I and II, Sections 6.11, 6.13 and Article II IX, and Sections 5.6, 5.7, 5.9, 5.10 and 5.11, the last sentence agreements of the Affiliates delivered pursuant to Section 7.3 and this Article VIII in its entirety which 6.09. The Confidentiality Agreement shall survive termination indefinitelythe execution and delivery of this Agreement.

Appears in 2 contracts

Samples: Employment Agreement, Agreement and Plan of Merger (Eg&g Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and or other agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective TimeClosing, except for the agreements contained in Article II and Sections 5.6‎Article II, 5.7, 5.9, 5.10 and 5.11‎Article III, the last sentence of Section 7.3 ‎Section 8.4(a), ‎Section 9.4, ‎Section 9.5(a), ‎Section 9.9, ‎Section 9.10 and ‎Article XII of this Article VIII in its entirety which shall survive termination indefinitelyAgreement.

Appears in 2 contracts

Samples: Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.), Transaction Agreement and Plan of Merger (Telesat Canada)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and the Effective Time, except for the agreements contained in Article II and Sections 5.61.3, 5.71.4, 5.92.1, 5.10 and 5.112.2, 2.3, 6.10, 6.12, 6.13, 6.15, 6.16, the last sentence of Section 7.3 8.4 and this Article VIII in its entirety which IX. The Confidentiality Agreement shall survive termination indefinitelythe execution and delivery of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Optium Corp)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time; provided, except for however, that the agreements contained in Article II 4 and Sections 5.6in Section 3.1, 5.7Section 3.2, 5.9Section 8.9, 5.10 Section 8.15, Section 8.16 and 5.11, the last sentence of Section 7.3 8.17 and this Article VIII in its entirety which 11 shall survive termination indefinitelythe Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cameron International Corp), Agreement and Plan of Merger (Schlumberger LTD /Nv/)

AutoNDA by SimpleDocs

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the agreements contained in Article II Articles I and II, Sections 5.66.08, 5.7, 5.9, 5.10 and 5.11, 6.11 (other than the last sentence of Section 7.3 6.11(a)), 6.12, 6.15, 6.16, 6.18 and this 6.19 and Article VIII in its entirety which shall survive termination indefinitelyIX, the agreements of the Affiliates delivered pursuant to Section 6.09 and the representations delivered pursuant to Sections 7.02(c) and 7.03(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Cor Therapeutics Inc / De)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and or other agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective TimeClosing, except for the agreements contained in Article II and Sections 5.6II, 5.7, 5.9, 5.10 and 5.11Article III, the last sentence of Section 7.3 8.4(a), Section 9.4, Section 9.5(a), Section 9.9, Section 9.10 and Article XII of this Article VIII in its entirety which shall survive termination indefinitelyAgreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Telesat Partnership LP)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the agreements contained in terms of Article II and I, Section 2.1(h), Sections 5.6, 5.75.8, 5.9, 5.10 and 5.11, the last sentence of Section 7.3 5.12 and this 5.13, and Article VIII in its entirety which shall survive termination indefinitelyVII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cliffs Drilling Co)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time; provided, except for the agreements contained in however, that Article II II, Sections 5.1, 5.4(b), 5.5, 5.6 and Sections 5.6, 5.7, 5.9, 5.10 and 5.11, the last sentence of Section 7.3 and this Article VIII in its entirety which 5.9 shall survive termination indefinitelythe Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Provident American Corp)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and the Effective Time, except for the agreements contained in Section 1.3, 1.4, Article II II, 6.13, 6.14 and Sections 5.6, 5.7, 5.9, 5.10 and 5.118.3, the last sentence of Section 7.3 8.4, and Article IX, and the agreements of the Affiliates of Cigarette delivered pursuant to this Article VIII in its entirety which shall survive termination indefinitelyAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alchemy Holdings Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.