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

Nonsurvival of Representations, Warranties and Covenants. Other than the representations, warranties, covenants, set forth in Section 4.01, Section 5.24, Section 7.18 and Section 9.18, each of which shall survive following the Effective Time, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, (b) this Article XII and any corresponding definitions set forth in Article I and (c) the indemnification obligations contained in Section 9.14.

Appears in 1 contract

Samples: Business Combination Agreement (TPG Pace Tech Opportunities Corp.)

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Nonsurvival of Representations, Warranties and Covenants. Other than the representations, warranties, covenants, warranties and covenants set forth in Section 4.018.06, Section 5.24, Section 7.18 8.09 and Section 9.188.14, each of which shall survive following the Effective Time, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, and (b) this Article XII XI and any corresponding definitions set forth in Article I and (c) the indemnification obligations contained in Section 9.14.I.

Appears in 1 contract

Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)

Nonsurvival of Representations, Warranties and Covenants. Other than the representations, warranties, covenants, set forth in Section 4.013.01, Section 5.244.25 and, Section 7.18 and Section 9.186.17, each of which shall survive following the Effective Time, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, Closing and (b) this Article XII XI and any corresponding definitions set forth in Article I and (c) the indemnification obligations contained in Section 9.14.I.

Appears in 1 contract

Samples: Registration Rights Agreement (Good Works II Acquisition Corp.)

Nonsurvival of Representations, Warranties and Covenants. Other than the representations, warranties, covenants, warranties and covenants set forth in Section 4.01, Section 5.24, Section 7.18 5.25, Section 6.12 and Section 9.187.17, each of which shall survive following the Merger Effective Time, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, and (b) this Article XII and any corresponding definitions set forth in Article I and (c) the indemnification obligations contained in Section 9.14.I.

Appears in 1 contract

Samples: Business Combination Agreement (Concord Acquisition Corp)

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Nonsurvival of Representations, Warranties and Covenants. Other than the representations, warranties, covenants, set forth in Section 4.01, Section 5.24, Section 7.18 and Section 9.187.18, each of which shall survive following the Effective Time, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, Closing and (b) this Article XII and any corresponding definitions set forth in Article I and (c) the indemnification obligations contained in Section 9.14.I.

Appears in 1 contract

Samples: Business Combination Agreement (TPG Pace Solutions Corp.)

Nonsurvival of Representations, Warranties and Covenants. Other than the representations, warranties, covenants, Except as set forth in Section 4.01, Section 5.24, Section 7.18 and Section 9.18, each of which shall survive following the Effective Time9.09, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing (including Section 9.09) and then only with respect to any breaches occurring after the Closing, (b) Section 9.09, (c) this Article XII and (d) any corresponding definitions set forth in Article I and (c) the indemnification obligations contained in Section 9.14.I.

Appears in 1 contract

Samples: Business Combination Agreement (McAp Acquisition Corp)

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