Common use of Termination of Representations and Warranties Clause in Contracts

Termination of Representations and Warranties. All representations and warranties provided in Articles 3 and 4 of this Agreement or in any certificate pursuant to Articles 8 and 9 shall terminate and be extinguished at and shall not survive the Effective Date. All covenants, agreements and undertakings required by this Agreement to be performed by any Party hereto following the Effective Date shall survive such Effective Date and be binding upon such Party. If the Merger is not consummated, all representations, warranties, obligations, covenants, or agreements hereunder or in any certificate delivered hereunder relating to the transaction which is not consummated shall be deemed to be terminated or extinguished, except that Sections 6.2, 6.4, 12.3 and 13.4, and Article 10 shall survive. Items disclosed in the Exhibits and Schedules attached hereto are incorporated into this Agreement and form a part of the representations, warranties, covenants or agreements to which they relate. Information provided in such Exhibits and Schedules is provided only in response to the specific section of this Agreement which calls for such information.

Termination of Representations and Warranties. All representations and warranties provided in Articles 3 4 and 4 5 of this Agreement or in any closing certificate pursuant to Articles 8 9 and 9 10 shall terminate and be extinguished at and shall not survive the Effective Date. All covenants, agreements and undertakings required by this Agreement to be performed by any Party hereto following the Effective Date shall survive such Effective Date and be binding upon such Party. If the Merger is not consummated, all representations, warranties, obligations, covenants, or agreements hereunder or in any certificate delivered hereunder relating to the transaction which is not consummated shall be deemed to be terminated or extinguished, extinguished except that Sections 6.2Section 7.2, 6.4Article 11, 12.3 Article 15 and 13.4any applicable definitions of Article 14, and Article 10 shall survive. Items disclosed in the Exhibits and Schedules attached hereto are incorporated into this Agreement and form a part of the representations, warranties, covenants or agreements to which they relate. Information provided in such Exhibits and Schedules is provided only in response to the specific section of this Agreement which calls for such information.

Termination of Representations and Warranties. All representations and warranties provided in Articles 3 II and 4 III of this Agreement or in any closing certificate pursuant to Articles 8 VII and 9 VIII shall terminate and be extinguished at on and shall not survive the Effective Closing Date. All covenants, agreements and undertakings required by this Agreement to be performed by any Party hereto following the Effective Closing Date shall survive such Effective Closing Date and be binding upon such Party. If the Merger is transactions contemplated by this Agreement are not consummated, all representations, warranties, obligations, covenants, or agreements hereunder or in any certificate delivered hereunder relating to the transaction which is not consummated shall be deemed to be terminated or extinguished, except that the last sentences of Sections 6.2, 6.4, 12.3 2.2 and 13.45.4, and Sections 4.1(a), 4.1(h), 4.2(c)(ii), 5.2, 11.3, Article 10 IX, Article X, Article XIII, any applicable definitions of Article XII and the Confidentiality Agreements shall survive. Items disclosed in the Exhibits and Schedules attached hereto are incorporated into this Agreement and form a part of the representations, warranties, covenants or agreements to which they relate. Information provided in such Exhibits and Schedules is provided only in response to the specific section of this Agreement which calls for such information.

Termination of Representations and Warranties. All representations and warranties provided in Articles 3 4 and 4 5 of this Agreement or in any closing certificate pursuant to Articles 8 9 and 9 10 shall terminate and be extinguished at and shall not survive the Effective Date. All covenants, agreements and undertakings required by this Agreement to be performed by any Party hereto following the Effective Date shall survive such Effective Date and be binding upon such Party. If the Merger is not consummated, all representations, warranties, obligations, covenants, or agreements hereunder or in any certificate delivered hereunder relating to the transaction which is not consummated shall be deemed to be terminated or extinguished, except that Sections 6.2, 6.4, 12.3 and 13.4the last sentence of Section 7.4, and sections 7.2, 13.3, 3.1(c), Article 10 11, Article 15 and any applicable definitions of Article 14, shall survive. Items disclosed in the Exhibits and Schedules attached hereto are incorporated into this Agreement and form a part of the representations, warranties, covenants or agreements to which they relate. Information provided in such Exhibits and Schedules is provided only in response to the specific section of this Agreement which calls for such information.

Termination of Representations and Warranties. All representations and warranties provided in Articles 3 4 and 4 5 of this Agreement or in any closing certificate pursuant to Articles 8 9 and 9 10 shall be deemed only conditions to the Merger and shall terminate and be extinguished at and shall not survive the Effective Date. All covenants, agreements and undertakings required by this Agreement to be performed by any Party hereto following the Effective Date shall survive such Effective Date and be binding upon such Party. If the Merger is not consummated, all representations, warranties, obligations, covenants, or agreements hereunder or in any certificate delivered hereunder relating to the transaction which is not consummated shall be deemed to be terminated or extinguished, except that Sections 6.27.2, 6.47.6, 12.3 Article 11, Sections 13.2(e), 13.2(f), 13.3, Article 15 and 13.4any applicable definitions of Article 14, and Article 10 shall survive. Items disclosed in the Exhibits and Schedules attached hereto or in any Disclosure Letter are incorporated into this Agreement and form a part of the representations, warranties, covenants or agreements to which they relate. Information provided in such Exhibits and Schedules is provided only in response to the specific section of this Agreement which calls for such information.