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

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing, except for the matters set forth in Section 7.4 and for those other covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Closing.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Rand Capital Corp), Stock Purchase Agreement

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Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall survive in accordance with its terms) shall survive the Closing, except for the matters set forth in Section 7.4 6.8 and for those other covenants and agreements contained in this Agreement that herein and therein which by their terms apply or are to be performed in whole or in part after the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (Anchor Bancorp Wisconsin Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall terminate in accordance with its terms) shall survive the Closing, Closing except for the matters set forth in Section 7.4 and for those other covenants and agreements contained in this Agreement that herein which by their terms apply or are to be performed in whole or in part after the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lendingtree Inc), Agreement and Plan of Merger (Usa Interactive)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any agreement or instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall terminate in accordance with the terms thereof) shall survive the Closing, except for the matters set forth in Section 7.4 9.5 and for those other covenants and agreements contained in this Agreement herein and therein that by their terms apply or are to be performed in whole or in part after the Closing.

Appears in 2 contracts

Samples: Business Combination Agreement (Liberty Acquisition Holdings Corp.), Business Combination Agreement (Liberty Acquisition Holdings Corp.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall terminate in accordance with its terms) shall survive the ClosingEffective Time, except for the matters set forth in Section 7.4 1.13, Section 2.2, Section 6.6, Section 6.7 and Section 6.8 and for those other covenants and agreements contained in this Agreement that herein and therein which by their terms apply or are to be performed in whole or in part after the ClosingEffective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc), Agreement and Plan of Merger (Pinnacle Financial Partners Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing, except for the matters set forth in Section 7.4 and for those other covenants and agreements contained in Article I, Article II, Section 6.9, Section 6.11, Section 6.12, Section 6.13, Section 6.14, Section 6.17 and this Agreement that by their terms apply or are to be performed in whole or in part after the ClosingArticle IX.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dare Bioscience, Inc.), Stock Purchase Agreement (Cerulean Pharma Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall terminate in accordance with its terms) shall survive the Closing, Closing or the termination of this Agreement pursuant to Section 9.1 except for the matters set forth in Section 7.4 and for those other covenants and agreements contained in this Agreement that herein which by their terms apply or are to be performed in whole or in part after the ClosingClosing or are designated as surviving any such termination.

Appears in 2 contracts

Samples: Agreement and Plan of Merger And (Ask Jeeves Inc), Agreement and Plan of Merger and Reorganization (Iac/Interactivecorp)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than any confidentiality agreement executed in connection with this Agreement, which shall terminate in accordance with its terms) shall survive the ClosingEffective Time, except for the matters set forth in Section 7.4 1.12 and Section 6.8 and for those other covenants and agreements contained in this Agreement that herein and therein which by their terms apply or are to be performed in whole or in part after the ClosingEffective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Civitas Bankgroup Inc), Agreement and Plan of Merger (Greene County Bancshares Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall terminate in accordance with its terms) shall survive the ClosingEffective Time, except for the matters set forth in Section 7.4 Sections 2.2, 6.5, 6.6, 6.7 and for this Article IX and those other covenants and agreements contained in this Agreement that herein and therein which by their terms apply or are to be performed in whole or in part after the ClosingEffective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Share Exchange and Merger (Bancplus Corp), Agreement and Plan of Share Exchange and Merger (Bancplus Corp)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants warranties and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the ClosingClosing and the Effective Time, except for the matters set forth in Section 7.4 and for those other covenants and agreements contained in this Agreement that which, by their terms apply or terms, are to be performed in whole or in part after the ClosingEffective Time and the agreements of the Affiliates of Target delivered pursuant to Section 6.11. The Confidentiality Agreements shall survive the execution and delivery of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Borland International Inc /De/), Agreement and Plan of Merger (Borland International Inc /De/)

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Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall terminate in accordance with the terms thereof) shall survive the Closing, except for the matters set forth in Section 7.4 7.7 and for those other covenants and agreements contained in this Agreement herein and therein that by their terms apply or are to be performed in whole or in part after the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Terra Networks Sa), Agreement and Plan of Reorganization (Lycos Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants covenants, and agreements set forth in this Agreement or in any other agreement or instrument delivered pursuant to this Agreement Agreement, including any rights arising out of any breach of such representations, warranties, covenants, and agreements, shall survive the Closing, except for the matters set forth in Section 7.4 and for those other covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dearborn Bancorp Inc /Mi/)

Nonsurvival of Representations, Warranties and Agreements. None of the The representations, warranties, obligations, covenants and agreements set forth in this Agreement or (and in any instrument certificate delivered pursuant to this Agreement Agreement) shall not survive the ClosingClosing and shall be merged in the Deeds and Assignments granted hereunder, except for the matters set forth in Section 7.4 and for other than those other obligations, covenants and agreements contained in this Agreement that or the Related Agreements which by their terms explicitly apply or are to be performed in whole or in part after the Closing.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Cedar Realty Trust, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and agreements set forth in this Agreement or in any agreement or instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall terminate in accordance with the terms thereof) shall survive the Closing, except for the matters set forth in Section 7.4 9.5 and for those other covenants and agreements contained in this Agreement herein and therein that by their terms apply or are to be performed in whole or in part after the Closing.. 12.2

Appears in 1 contract

Samples: Business Combination Agreement

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants warranties and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing, except for the matters set forth in Section 7.4 and for those other covenants and or agreements contained in this the Agreement that which by their respective terms apply or are to be performed in whole or in part contemplates performance after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matritech Inc/De/)

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