Termination of Representations Sample Clauses

Termination of Representations. The representations, warranties and covenants set forth in Sections 4.01 and 4.02 shall terminate upon and shall not survive the occurrence of the Restructuring.
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Termination of Representations. As of the Effective Time (as defined below), all representations and warranties of Synchronicity, the Noteholders, the Signing Stockholders and MatrixOne contained in the Merger Agreement shall terminate and the indemnification obligations of the Noteholders and Stockholders (as defined in the Merger Agreement) and MatrixOne shall be terminated and have no further force nor effect.
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Termination of Representations. All representations and warranties of the Shareholder and PEP Corporation or the Company set forth in this Agreement will remain operative and in full force and effect for a period ending on June 30, 2001 or such earlier date on which the Company files with the Securities and Exchange Commission or otherwise publicly announces its actual results for the year ending February 28, 2001 (the "Expiration Date"), regardless of any investigation made or on behalf of the parties to this Agreement; provided, however, that no claim for violations of any representation and warranty (absent fraud or deliberate malfeasance) shall be made unless the Company gives written notice thereof to the Shareholder, or the Shareholder gives written notice to the Company, on or prior to the Expiration Date. Any claim which may be made under this Agreement shall be an "Indemnification Claim."
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Termination of Representations. The representations, warranties, covenants and agreements herein shall terminate upon closing of the transactions contemplated hereby.
Sample 1
Termination of Representations. Despite clause 13.1, the Warranties will terminate on the Warranty Expiry Date but will remain in force despite Closing, until that date. If, before the Warranty Expiry Date, Alpharma gives Southern Cross, BISA and BIL a bona fide notice of a claim for breach of a Warranty, that Warranty does not cease on the Warranty Expiry Date and continues after that date to the extent required to enable Alpharma to prosecute that claim. Non-Merger . The Warranties do not merge on Closing and are not extinguished or affected by any investigation made by or on behalf of Alpharma into the affairs of Southern Cross or by any event or matter unless: Alpharma has given a specific written waiver or release; or the claim relates to a matter which is fairly disclosed in this Agreement or in Schedule 13.3 or any other Schedule hereto Aggregation . Alpharma is not entitled to make a claim against Southern Cross, BISA or BIL for a breach of any Warranty unless and until that claim, or the aggregate of a series of those claims, exceeds A$ 100,000. Maximum Aggregate Liability . The maximum aggregate liability of Southern Cross, BISA and BIL, taken collectively, for claims by Alpharma for breach of any Warranty under this Agreement is the Adjusted Purchase Price.
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Termination of Representations 
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Related to Termination of Representations

  • Confirmation of Representations Borrower shall deliver, in connection with any Securitization, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Holdings as of the date of the Securitization.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Repetition of Representations Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Exclusivity of Representations Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of the Company, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Company, the Company’s Subsidiaries, the Transactions, the Interests or any of Seller’s, the Company’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Company, the Company’s Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “Related Persons”), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), Seller and the Company (directly and on behalf of all Related Persons) each hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactions, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or in any other form in consideration or investigation of the Transactions) to Buyer or its Affiliates or Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Seller, the Company or any Related Person). Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of Seller, the Company or any Related Person has made or makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever.

  • Expiration of Representations and Warranties All representations and warranties made pursuant to this Merger Agreement shall expire with, and be terminated and extinguished by, the mergers at the Closing Date.

  • Truth of Representations All of these representations shall be true as of the Closing and shall survive the Closing for a period of one year.

  • Survival of Representations All representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.

  • Survival of Representations, Etc All representations and warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Loan Documents, the making of the Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.12, 2.13, 2.14(c), 9.04, and 9.07 and all of the obligations of the Lenders in Section 8.05 shall survive any termination of this Agreement and repayment in full of the Obligations.

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