Common use of Survival/Merger Clause in Contracts

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 21 contracts

Samples: Purchase and Sale Agreement (American Realty Capital Healthcare Trust Inc), Purchase and Sale Agreement (Umh Properties, Inc.), Purchase and Sale Agreement (Athenahealth Inc)

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Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Purchase Price, the Deed and any the other documents and instruments by Seller Closing Documents and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 19 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Regional Health Properties, Inc), Purchase and Sale Agreement (Rodin Global Property Trust, Inc.)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Purchase Price, the Deed and any the other documents and instruments by Seller Closing Documents and the acceptance thereof by Buyer shall effect a merger, merger and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.), Purchase and Sale Agreement (NTS Realty Holdings Lp)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed and any other documents and instruments by Seller and the acceptance thereof by Buyer Purchaser shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer Purchaser and Seller to be performed hereunder.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Hemispherx Biopharma Inc), Purchase and Sale Agreement (Hemispherx Biopharma Inc)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed Special Warranty Deed, and any other Closing documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (NTS Realty Holdings Lp), Purchase and Sale Agreement (NTS Realty Holdings Lp), Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)

Survival/Merger. Except for the provisions of this Agreement which that are explicitly stated to survive the ClosingClosing or earlier termination of this Agreement, (a) none of the terms of this Agreement shall survive the ClosingClosing or earlier termination of this Agreement, and (b) the delivery of the Deed Investor Capital Contribution, delivery of the Interest, and any delivery of the other closing documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer Existing Members and Seller Investor to be performed hereunder.

Appears in 2 contracts

Samples: Contribution Agreement, Contribution Agreement (Intercontinental Hotels Group PLC /New/)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none None of the terms of this Agreement shall survive the Closing, and (b) except for the provisions of this Agreement which expressly state that they are to survive the Closing. The delivery of the Deed Deeds and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder, except for the obligations on the part of Buyer and Seller under the provisions of this Agreement which expressly state that they are to survive the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Mercury Computer Systems Inc), Purchase and Sale Agreement (Mercury Computer Systems Inc)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed Deeds and any other documents and instruments by Seller Prudential and the acceptance thereof by Buyer Meridian shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer Meridian and Seller Prudential to be performed hereunder.

Appears in 2 contracts

Samples: Contribution Agreement (Prudential Insurance Co of America), Contribution Agreement (Prudential Insurance Co of America)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (ai) none of the terms of this Agreement shall survive the Closing, and (bii) the delivery of the Purchase Price, the Deed and any the other documents and instruments by Seller to be delivered in connection herewith and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 2 contracts

Samples: Loan Agreement (Washington Prime Group, L.P.), Lease Agreement

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the a Closing, (a) none of the terms of this Agreement shall survive the either Closing, and (b) the delivery of the Purchase Price, the Deed and the other Closing Documents with respect to any other documents and instruments by Seller Property and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunderwith respect to such Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the XX XX Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the XX XX Purchase Price, the XX XX Deed and any the other documents and instruments by Seller XX XX Closing Documents and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Income Trust, Inc.)

Survival/Merger. Except for the provisions of this Agreement which that are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery by Seller of the Deed and any the other documents and instruments by Seller required hereunder and the acceptance thereof by Buyer Purchaser shall effect a merger, and shall be deemed the full performance and discharge of every obligation on the part of Buyer Seller and Seller Purchaser to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (General Growth Properties Inc)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Special Warranty Deed, Quit Claim Deed and any other Closing documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Purchase Price, the Deed and the other Closing Documents with respect to any other documents and instruments by Seller Property and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunderwith respect to such Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed Assignment and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)

Survival/Merger. Except for the provisions of this Agreement which that are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed Purchase Price, the Ground Lease Assignment Agreement and any the other documents and instruments by Seller Closing Documents and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Blackstone Real Estate Income Trust, Inc.)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, Closing and (b) the delivery of the Deed and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Maguire Properties Inc)

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Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed Conveyance Instrument and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brookdale Senior Living Inc.)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing or those which by their terms cannot be fulfilled until after Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every even obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mack Cali Realty Corp)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed Purchase Price, the Assignment and any the other documents and instruments by Seller Closing Documents and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Resource Real Estate Opportunity REIT, Inc.)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the each Closing, (a) none of the terms of this Agreement shall survive the applicable Closing, and (b) the delivery of the Purchase Price, the Deed and any the other documents and instruments by Seller Closing Documents and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunderhereunder with respect to the Phase I Property or Phase IB Property, which is the subject of the applicable Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mack Cali Realty L P)

Survival/Merger. Except for the provisions of this Agreement which that are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed and any other documents and instruments required under this Agreement by Seller all Sellers and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and each Seller to be performed hereunderhereunder at Closing.

Appears in 1 contract

Samples: Letter Agreement (Washington Real Estate Investment Trust)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed by and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Globix Corp)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder; provided that none of such provisions will survive the Closing for a period in excess of one (1) year.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Taubman Centers Inc)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the ClosingClosing or are otherwise expressly stated to be post-Closing obligations or requirements hereunder, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Purchase Price, the Deed and any the other documents and instruments by Seller Closing Documents and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Adobe Systems Inc)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.. 9.4

Appears in 1 contract

Samples: Purchase and Sale Agreement (Prudential Acquisition Fund I Lp)

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Purchase Price, the Deed and any the other documents and instruments by Seller Closing Documents and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder.. 11.3

Appears in 1 contract

Samples: Purchase and Sale Agreement

Survival/Merger. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall survive the Closing, and (b) the delivery of the Deed Assignment of Ground Lease and any other documents and instruments by Seller and the acceptance thereof by Buyer Purchaser and Subtenant shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer Purchaser and Seller to be performed hereunder. The provisions of this Article 12 shall survive the termination of this Agreement and the Closing.

Appears in 1 contract

Samples: Lease Agreement (iBio, Inc.)

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