Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 42 contracts
Samples: Merger Agreement (Thoughtworks Holding, Inc.), Merger Agreement (Augmedix, Inc.), Merger Agreement (Transphorm, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective termsTime.
Appears in 17 contracts
Samples: Merger Agreement (Senstar Technologies Ltd.), Merger Agreement (Gilat Satellite Networks LTD), Merger Agreement (Comtech Telecommunications Corp /De/)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 17 contracts
Samples: Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Meridian Bioscience Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 11 contracts
Samples: Merger Agreement (Neophotonics Corp), Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Cohu Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 10 contracts
Samples: Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Keurig Green Mountain, Inc.), Merger Agreement (Receptos, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will or are to be performed (in whole or in part) following the Effective Time shall survive the Effective Time in accordance with their respective terms.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Bluebird Bio, Inc.), Merger Agreement (Intra-Cellular Therapies, Inc.), Merger Agreement (Intra-Cellular Therapies, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 8 contracts
Samples: Merger Agreement (Powerschool Holdings, Inc.), Merger Agreement (Perficient Inc), Merger Agreement (Kaleyra, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 6 contracts
Samples: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Paya Holdings Inc.), Merger Agreement (Natus Medical Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will or are to be performed (in whole or in part) following the Effective Time shall survive the Effective Time in accordance with their respective termsterms until fully performed.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Intermolecular Inc), Merger Agreement (Horizon Pharma PLC)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Merger Agreement (Chelsea Therapeutics International, Ltd.), Merger Agreement (Bioclinica Inc), Agreement and Plan of Merger (Midas Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Newco and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Merger Agreement (Sumtotal Systems Inc), Merger Agreement (Entrust Inc), Merger Agreement (Sumtotal Systems Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Parent, Merger Sub and Merger Sub LLC contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Oclaro, Inc.), Merger Agreement (Microchip Technology Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that (a) the representations, warranties, covenants and agreements contained in Section 3.28 and Section 4.13 will not terminate, and (b) any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Merger Agreement (Everbridge, Inc.), Merger Agreement (Sumo Logic, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained the Purchaser set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 4 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Data Domain, Inc.), Merger Agreement (Emc Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at at, and shall not survive, the Merger Effective Time, except that any and only the covenants that by their terms are to be performed after the Merger Effective Time shall so survive the Effective Time will survive the Merger Effective Time in accordance with their respective terms.
Appears in 3 contracts
Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and the Merger Sub contained Subs set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 3 contracts
Samples: Merger Agreement (Thinkorswim Group Inc.), Merger Agreement (Td Ameritrade Holding Corp), Merger Agreement (NetApp, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Appointment Time, except that any and only the covenants that by their terms survive the Effective Appointment Time will shall so survive the Effective Time in accordance with their respective termsAppointment Time.
Appears in 3 contracts
Samples: Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Transcend Services Inc)
Survival of Representations, Warranties and Covenants. The ----------------------------------------------------- representations, warranties and covenants of the CompanyParent, Parent and Merger Sub contained and the Company set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will (including, without limitation, the terms of Section 6.19 hereof) shall survive the Effective Time in accordance with their respective terms.Time. ------------
Appears in 2 contracts
Samples: Merger Agreement (Remedy Corp), Merger Agreement (Peregrine Systems Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants covenants, obligations and agreements of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that this Article IX, Section 6.10, Section 6.11 and any covenants other covenants, obligations and agreements that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (STAMPS.COM Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except for Section 3.27 and Section 4.10 and that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement (Activision Blizzard, Inc.), Agreement and Plan of Merger
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that (a) the representations and warranties contained in Section 3.28 and Section 4.13 will not terminate, and (b) any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement (Alteryx, Inc.), Merger Agreement (Momentive Global Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive are to be performed at or following the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement (Infinera Corp), Merger Agreement (Nokia Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except provided however that any the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective termsTime.
Appears in 2 contracts
Samples: Merger Agreement (Mercury Interactive Corp), Merger Agreement (Hewlett Packard Co)
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants or agreements that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Tax, Inc.), Merger Agreement (Vitamin Shoppe, Inc.)
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall not survive the Merger and shall terminate at the Effective Time, except that any and only the specific covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement (Mellanox Technologies, Ltd.), Merger Agreement (Ezchip Semiconductor LTD)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at at, and shall not survive, the Effective Time, except that any and only the covenants that by their terms survive are to be performed after the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement (Rouse Properties, Inc.), Merger Agreement (Brookfield Asset Management Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive or contemplate performance at or following the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement (CVS HEALTH Corp), Merger Agreement (Oak Street Health, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Market Leader, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms. The Guarantee shall survive the termination of this Agreement in accordance with its terms.
Appears in 2 contracts
Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except and only the covenants that any covenants contemplate performance after the Effective Time or that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement or in any schedule, certificate, instrument or other document delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants or agreements that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement will or in any schedule or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, except that any and only those covenants and agreements contained in this Article X, the agreements of the Company, Parent and Merger Sub contained in Article II and those covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Merger Agreement (Liu Tianwen)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except for Sections 3.28 and 4.11 and that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Newco and Merger Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective termsTime.
Appears in 1 contract
Samples: Merger Agreement (Acxiom Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time or are contemplated to be performed following the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Merger Agreement (Mobileiron, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.. 9.2
Appears in 1 contract
Samples: Merger Agreement (Marketo, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the CompanyParent, Parent and Merger Sub contained and the Company set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will (including, without limitation, the terms of SECTION 6.19 hereof) shall survive the Effective Time in accordance with their respective termsTime.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Investor and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, representations and warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will shall terminate at the Effective Time, except that any and only the covenants that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.. AGREEMENT AND PLAN OF MERGER
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Acquisition Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent Absolute and Merger Sub Purchaser contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent, Proton Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Merger Agreement (Poshmark, Inc.)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and the Merger Sub Subs contained in this Agreement will terminate at the Company Merger Effective Time, except that any covenants that by their terms survive the Company Merger Effective Time will survive the Company Merger Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Merger Agreement (Fathom Digital Manufacturing Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained set forth in this Agreement will shall terminate at the Effective Time, except that any and only the covenants and agreements that by their terms survive the Effective Time will shall so survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
Samples: Merger Agreement (Open Text Corp)
Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants agreements of the Company, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to this Agreement will terminate at the Effective TimeTime (including any rights arising out of any breach of such representations, warranties, covenants or agreements (and there shall be no liability after the Closing in respect thereof)), except that any covenants or agreements that by their terms survive the Effective Time will shall survive the Effective Time in accordance with their respective terms.
Appears in 1 contract
