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

Nonsurvival of Representations, Warranties and Covenants. 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 representation, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing, including the Surviving Provisions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Callaway Golf Co)

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Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Second Effective Time (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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this Article XII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp III)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time 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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this Article XII.

Appears in 1 contract

Samples: Unit Purchase Agreement (Dune Acquisition Corp)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time Times (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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this Article ‎11.

Appears in 1 contract

Samples: Business Combination Agreement (LIV Capital Acquisition Corp. II)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this ‎Article 12.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp IV)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time 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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this ARTICLE VIII.

Appears in 1 contract

Samples: Equity Purchase Agreement (Yellowstone Acquisition Co)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this Article 12.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (AltC Acquisition Corp.)

Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, covenants or 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall provisions will survive the Closing and shall terminate and expire upon the occurrence of the Effective Time Closing (and there shall be no liability after the Closing in respect thereof), except for (i) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the ClosingClosing and then only with respect to any breaches occurring after the Closing and (ii) Sections 9, including the Surviving Provisions10, 11, and 12.

Appears in 1 contract

Samples: Securities Transfer Agreement (TKB Critical Technologies 1)

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Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and instead shall terminate and expire upon the occurrence of the Effective Time (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 at or after the ClosingClosing and then only with respect to any breaches occurring at or after the Closing (including, including for the Surviving Provisionsavoidance of doubt Section 9.05(b)) and (b) this ARTICLE XII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp VII)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and instead shall terminate and expire upon the occurrence of the Effective Time (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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this Article XII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virtuoso Acquisition Corp.)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Second Effective Time (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 at or after the Closing, including Closing and then only with respect to any breaches occurring at or after the Surviving ProvisionsClosing and (b) this ARTICLE XIII.

Appears in 1 contract

Samples: Letter Agreement (Mudrick Capital Acquisition Corp. II)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability 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 Closing and then only with respect to any breaches occurring after the Surviving ProvisionsClosing and (b) this Article XI.

Appears in 1 contract

Samples: Business Combination Agreement (Isos Acquisition Corp.)

Nonsurvival of Representations, Warranties and Covenants. 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 representationrepresentations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and instead shall terminate and expire upon the occurrence of the Effective Time 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 at or after the ClosingClosing and then only with respect to any breaches occurring at or after the Closing (including, including for the Surviving Provisionsavoidance of doubt Section 9.05(a)), and (b) this Article XII.

Appears in 1 contract

Samples: Business Combination Agreement (Austerlitz Acquisition Corp I)

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