Termination; Survival of Representations and Warranties Sample Clauses

Termination; Survival of Representations and Warranties. (a) This Agreement shall terminate on the Termination Date, and upon such termination, this Agreement shall terminate and be of no further force and effect. The representations and warranties contained in Article II shall not be deemed waived or otherwise affected by any investigation made by the other parties hereto, and shall survive the termination of this Agreement for one year. The provisions of Articles III and Article IV shall survive the termination of this Agreement indefinitely in accordance with their terms. As used herein, the term "Termination Date" means the first to occur of (i) the Effective Time, (ii) receipt by such Stockholder of written notice of termination of this Agreement by Parent, (iii) if the Merger Agreement has been terminated due to a breach by Parent or Purchaser, the date of such termination or (iv) if the Merger Agreement has been terminated (other than due to a breach by Parent or Purchaser), the date that is six months from the later of (A) the date of the stated maturity of the Convertible Note and (B) the date in which all outstanding loans and other obligations under the Convertible Note are fully paid and satisfied.
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Termination; Survival of Representations and Warranties. This Agreement (other than the provisions of Article III, Article V and Article VI), shall terminate on the Expiration Date. Upon such termination, this Agreement (other than the provisions of Article III, Article V and Article VI) shall terminate and be of no further force and effect. The respective representations and warranties of Stockholder and Parent contained herein or in any certificates or other documents delivered at or prior to any Closing shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, shall survive the exercise in full of the Option for one year. The provisions of Articles V and VI shall survive the exercise in full of the Option indefinitely in accordance with their terms; provided that the provisions of Sections 5.01(a) and (b) shall terminate, notwithstanding that the Restricted Period may not have terminated, three years following the termination of Stockholder's employment with Company or its successor.
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Termination; Survival of Representations and Warranties. This Agreement shall terminate on the Expiration Date, and upon such termination, this Agreement shall terminate and be of no further force and effect; provided that (i) if the Option has been exercised prior to such date, Articles II, III, IV and V shall remain in effect until the Option Closing is completed, and (ii) if the Exercise Date has occurred and any agreement for a Transfer is entered into prior to the Expiration Date, Section 2.04 shall remain in effect with respect to such Transfer. The respective representations and warranties of the Shareholders and Parent contained in Article III or in any certificates or other documents delivered at or prior to any Option Closing shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and shall survive the termination of this Agreement for one year. The provisions of Section 4.02 shall terminate upon the termination of the Acquisition Agreement pursuant to the terms thereof but shall not terminate on or after the Effective Time of the Arrangement. The provisions of Articles IV (other than the provisions of Section 4.02) and Article V shall survive the termination of this Agreement indefinitely in accordance with their terms.
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Termination; Survival of Representations and Warranties. This Agreement shall terminate on the Expiration Date, and upon such termination, this Agreement shall terminate and be of no further force and effect; provided that if the Option has been exercised prior to the Expiration Date, Articles II, III, IV and V shall remain in effect until the Option Closing is completed. The respective representations and warranties of the Shareholder and Parent contained in Article III or in any certificates or other documents delivered at or prior to any Option Closing shall not be deemed waived or otherwise affected by any investigation made by the other party hereto, and shall survive the termination of this Agreement for one year. The provisions of Section 4.02 shall terminate upon the termination of the Acquisition Agreement pursuant to the terms thereof but shall not terminate on or after the Effective Time of the Arrangement. The provisions of Articles IV (other than the provisions of Section 4.02) and Article V shall survive the termination of this Agreement indefinitely in accordance with their terms. Prior to the Expiration Date, if the Acquisition Agreement has not terminated in accordance with its terms and if requested by Parent, the Shareholder agrees to negotiate in good faith with Parent and Acquiror to an extension of the Expiration Date.
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Termination; Survival of Representations and Warranties. This Agreement shall terminate on the Expiration Date, and upon such termination, this
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Termination; Survival of Representations and Warranties. This Agreement shall terminate on the Expiration Date, and upon such termination, this Agreement shall terminate and be of no further force and effect; provided that (i) the respective representations and warranties of the Shareholders and Parent contained in Article II shall survive the termination of this Agreement for one year, (ii) the provisions of Section 3.02 shall terminate upon the termination of the Acquisition Agreement pursuant to the terms thereof but shall not terminate and shall survive indefinitely on or after the Effective Time of the Arrangement in accordance with their terms, and (iii) the provisions of Article IV shall survive the termination of this Agreement indefinitely in accordance with their terms. As used herein, the term "Expiration Date" means the first to occur of (i) the Effective Time, (ii) with respect to a Shareholder, receipt by such Shareholder of written notice of termination of this Agreement by Parent, or (iii) the date of termination of the Acquisition Agreement.
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Termination; Survival of Representations and Warranties. This Agreement shall terminate on the first to occur of: (i) the Effective Time, (ii) receipt by the Shareholder of written notice of termination of this Agreement by Parent, (iii) the termination of the Acquisition Agreement, (iv) at the election of the Shareholder, if either Parent or Acquiror commits a material breach of any provision of this Agreement upon written notice by the Shareholder to Parent and Acquiror, (v) 150 days after the date hereof, and (vi) upon any material change to the Plan of Arrangement or the Acquisition Agreement, in either case in a manner that is adverse to the Shareholder and except for changes contemplated by Section 2.3 of the Acquisition Agreement. Upon such termination, except as otherwise expressly provided herein, this Agreement shall terminate and be of no further force or effect, except that the respective representations and warranties of the Shareholder and Parent contained in Article II shall survive the termination of this Agreement for one year. Section 3.06 hereto shall survive the termination of this Agreement. For purposes of this Agreement, a "material" change to the Plan of Arrangement or the Acquisition Agreement shall include, but will not be limited to, any of the following: (v) any decrease in the cash Consideration to be received by the Shareholder; (w) any change to the form of consideration to be received by the Shareholder; (x) any adverse change to the obligations imposed upon the Shareholder hereunder or thereunder; (y) any breach of Section 3.03 of this Agreement; or (z) any requirement that the Shareholder assume any obligations under the Tender Offer other than the Transfer of Securities; provided, however, that a "material" change to the Plan of Arrangement or the Acquisition Agreement shall not include any of the following: (a) the requirement that the Shareholder and other shareholders of the Company participate in a class-based vote; or (b) any change to the treatment of Options under the Acquisition Agreement or the Plan of Arrangement, but in each case only if such change does not otherwise constitute a material change under subparts (v), (w), (x), (y) or (z) of this section.
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Termination; Survival of Representations and Warranties. In the event -------------------------------------------------------- of the termination and abandonment of this Agreement pursuant to Section 6.4 of this Agreement, this Agreement shall become void and have no effect, except that (i) the provisions of Sections 5.5 (Publicity), 7.2 (Expenses) and 9.2 (Confidentiality) of this Agreement shall survive any such termination and abandonment, and (ii) a termination pursuant to Sections 6.4(c) or 6.4(d) of this Agreement shall not relieve the breaching party from liability for an uncured willful breach of a representation, warranty, covenant or agreement giving rise to such termination. The representations, warranties and agreements of the parties set forth in this Agreement shall not survive the Merger Effective Time, and shall be terminated and extinguished at the Merger Effective Time, and from and after the Merger Effective Time none of the parties hereto shall have any liability to any other party on account of any breach or failure of any of those representations, warranties and agreements; provided, however, that the foregoing clause (i) -------- ------- shall not apply to agreements of the parties which by their terms are intended to be performed after the Merger Effective Time, and (ii) shall not relieve any person for liability for fraud, or willful breach.
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Termination; Survival of Representations and Warranties. The representations and warranties set forth in this Agreement shall survive Closing twelve months, in each case notwithstanding the establishment of a shorter period by any applicable statute of limitations, the provisions of which are hereby waived, provided that liability with respect to any representation, warranty, covenant or obligation as to which a claim is made within the applicable survival period shall continue until the claim is finally determined and, if applicable, paid.
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Related to Termination; Survival of Representations and Warranties

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

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

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower in favor of the Administrative Agent or any of the Lenders under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Termination Date is effectuated pursuant to Section 2.11. and the date of the occurrence of any Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • 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.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Exclusivity of Representations and Warranties NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT AND MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE MERGER TRANSACTIONS, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY OR ITS SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO PARENT OR MERGER SUB OR ANY OF THEIR REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES BY THE MANAGEMENT OR ON BEHALF OF THE COMPANY OR OTHERS IN CONNECTION WITH THE MERGER TRANSACTIONS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR \WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY PARENT OR MERGER SUB OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT OR THE MERGER TRANSACTIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN Article III, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY OR ITS SUBSIDIARIES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY PARENT OR MERGER SUB OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT AND THE MERGER TRANSACTIONS.

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