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

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zhongpin Inc.), Merger Agreement (Zhongpin Inc.)

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Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, obligations, covenants or and agreements set forth in this Agreement (or in any instrument certificate delivered pursuant to this Agreement Agreement) shall survive the Effective Time, except for Sections 6.3 (Access to Information6.2(b), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance6.5(a), 8.2 (Effect of Termination) 6.5(b), 6.6, 6.10, 6.13 and 6.16 and this Article IX, and for those other obligations, 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 Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Atlantic Union Bankshares Corp), Merger Agreement (American National Bankshares Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 a) Section 5.3 and Section 6.6; and (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Terminationb) and this Article IX, 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Crescent Financial Bancshares, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to other than this Agreement Section 9.2 shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time, including, without limitation, the agreements contained in Sections 6.4, 6.5, 6.6 and 9.8.

Appears in 1 contract

Samples: Merger Agreement (CenterState Banks, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), Section 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Federal Trust Corp)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, obligations, covenants or and agreements set forth in this Agreement (or in any instrument certificate delivered pursuant to this Agreement Agreement) shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation Section 6.8 and Insurance), 8.2 (Effect of Termination) and this Article IX, Section 6.13 and for those other obligations, covenants and agreements contained in this Agreement that which by their terms apply or are to be performed in whole or in part after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Group, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, obligations, covenants or and agreements set forth in this Agreement (or in any instrument certificate delivered pursuant to this Agreement Agreement) shall survive the Effective Time, except for Sections 6.3 (Access to Information2.2, 6.2(c), 6.4 (Indemnification; Advancement of Expenses; Exculpation 6.6 and Insurance), 8.2 (Effect of Termination) and this Article IX, 6.7 and for those other obligations, 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (PB Bancorp, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for and subject to Article II, Sections 6.3 (Access to Information)6.4, 6.4 (Indemnification; Advancement of Expenses; Exculpation 8.5, and Insurance)8.6, 8.2 (Effect of Termination) and this Article IXX (including, in each case, any applicable definitions) and for those other covenants and agreements contained in this Agreement that by their express terms apply or are to be performed in whole or in part after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Goldman Sachs Private Middle Market Credit LLC)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to other than this Agreement Section 9.2 shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time, including, without limitation, the agreements contained in Sections 6.4, 6.5, 6.6 and 6.15.

Appears in 1 contract

Samples: Merger Agreement (CenterState Banks, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation 6.6 and Insurance), 8.2 (Effect of Termination) and this Article IX, 6.7 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (People's United Financial, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information)Section 6.5, 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, Section 6.6 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (HomeTrust Bancshares, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections Section 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (China TransInfo Technology Corp.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Option Agreements and the Confidentiality Agreement, which shall terminate in accordance with their terms) shall survive the Effective Time, except for Sections 6.3 (Access to Information)3.4, 6.4 (Indemnification; Advancement 3.5, 3.6, 9.9, the last sentence of Expenses; Exculpation Section 9.13, 9.14, 9.15, 9.16 and Insurance), 8.2 (Effect of Termination) and this Article IX, 9.17 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 Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usa Networks Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to other than this Agreement Section 9.2 shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time, including, without limitation, the agreements contained in Sections 6.3, 6.4, 6.5, 6.6 and 6.11.

Appears in 1 contract

Samples: Merger Agreement (CenterState Banks, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, obligations, covenants or and agreements set forth in this Agreement (or in any instrument certificate delivered pursuant to this Agreement Agreement) shall survive the Effective Time, except for Sections 6.3 (Access to Information)a) Section 6.10, 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Terminationb) and this Article IX, and for those other obligations, 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 Effective TimeTime and (c) this Article 10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information)Section 6.5, 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance)Section 6.6, 8.2 (Effect of Termination) and this Article IXSection 6.11, Section 6.12 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (HomeTrust Bancshares, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time.. The provisions of Section 6.2(c), Article VIII and Article IX of this Agreement, the expense payment obligations set forth in Section 6.15 and Section 6.18 of this Agreement and the Confidentiality Agreement shall survive the termination of this Agreement

Appears in 1 contract

Samples: Merger Agreement (Lakeland Bancorp Inc)

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Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information)6.5, 6.4 (Indemnification; Advancement of Expenses; Exculpation 6.6 and Insurance), 8.2 (Effect of Termination) and this Article IX, 6.10 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (First Security Group Inc/Tn)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to other than this Agreement Section 9.2 shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time, including, without limitation, the agreements contained in Sections 6.5, and 6.6.

Appears in 1 contract

Samples: Merger Agreement (CenterState Banks, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of TerminationSection 6.3(a) and this Article IX, 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Cit Group Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, obligations, covenants or and agreements set forth in this Agreement (or in any instrument certificate delivered pursuant to this Agreement Agreement) shall survive the Effective Time, except for Sections 6.3 (Access to Information)a)Section 6.10, 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Terminationb) and this Article IX, and for those other obligations, 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 Effective TimeTime and (c) this Article 10.

Appears in 1 contract

Samples: Merger Agreement (Creek Road Miners, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination6.5(e) and this Article IX, 6.6 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Park Sterling Corp)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of TerminationSection 6.8(b) and this Article IX, 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Gb&t Bancshares Inc)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time, including, but not limited to, Article II, Sections 6.02(g), 6.07, 6.08, 6.09, 6.10 and Article IX of this Agreement and the Confidentiality Agreement.

Appears in 1 contract

Samples: Merger Agreement (Investors Bancorp, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to other than this Agreement Section 9.2 shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time, including, without limitation, the agreements contained in Sections 6.3, 6.4, 6.5, and 6.6.

Appears in 1 contract

Samples: Merger Agreement (CenterState Banks, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to other than this Agreement Section 9.2 shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of Termination) and this Article IX, 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 Effective Time, including, without limitation, the agreements contained in Sections 6.4, 6.5, 6.6, 6.15 and 9.8.

Appears in 1 contract

Samples: Merger Agreement (CenterState Banks, Inc.)

Nonsurvival of Representations, Warranties and Agreements. None of the representations, warranties, covenants or and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Sections 6.3 (Access to Information), 6.4 (Indemnification; Advancement of Expenses; Exculpation and Insurance), 8.2 (Effect of TerminationSection 6.4(a) and this Article IX, 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 Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Banner Corp)

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